GARLOCK SEALING TEC - Asbestos Litigation Watch

Transcription

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF NORTH CAROLINA
Charlotte Division
IN RE:
Case No. 10-BK-31607
GARLOCK SEALING TECHNOLOGIES
LLC, et al.,
Chapter 11
Debtors.1
Jointly Administered
DEBTORS’ MOTION FOR ENTRY OF AN ORDER APPROVING
SOLICITATION AND CONFIRMATION PROCEDURES AND SCHEDULE
Garlock Sealing Technologies LLC, Garrison Litigation Management Group, Ltd. and
The Anchor Packing Company (the “Debtors”), by their undersigned counsel, file this motion
(the “Confirmation Procedures Motion” or “Motion”) seeking entry of an order (i) establishing
procedures for solicitation and tabulation of votes to accept or reject the Debtors’ First Amended
Plan of Reorganization, dated May 29, 2014 (the “Plan”); (ii) approving forms of Ballots; (iii)
approving the form and content of notice, and the manner of giving notice; and (iv) establishing
dates and deadlines in connection with confirmation of the Plan.2
In support of this Confirmation Procedures Motion, Debtors respectfully show the Court
as follows:
1
The debtors in these jointly administered cases are Garlock Sealing Technologies LLC;
Garrison Litigation Management Group, Ltd.; and The Anchor Packing Company.
2
All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in
the Plan.
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Background
1.
On January 10, 2014, the Court entered its Order Estimating Aggregate Liability,
In re Garlock Sealing Technologies LLC, 504 B.R. 71 (Bankr. W.D.N.C. 2014) (the “Estimation
Opinion”), finding “$25 million to be a reasonable and reliable estimate of Garlock’s aggregate
liability to pending [mesothelioma] claimants” and finding that “$100 million is a reasonable and
reliable estimate of Garlock’s liability to future mesothelioma claimants.” Id. at 96-97. The Court
noted that “[b]ecause of the relative overwhelming magnitude of mesothelioma claims in
comparison to claims based on other diseases, the parties have agreed and the court has ordered
that this proceeding does not include any liability for non-mesothelioma claims or any claims
against Anchor.” Id. at 75.
2.
On May 29, 2014—shortly before the fourth anniversary of the filing of these
cases—Debtors filed their Plan. The Plan relies on the provisions of the Bankruptcy Code
typically employed in confirmation of non-asbestos plans, not on section 524(g). It will set aside
$275 million for disputed and contingent present and future asbestos claims—more than double
the Court’s $125 million estimate. Separate and apart from this $275 million fund, Debtors will
pay all settled asbestos claims in full on the Distribution Date. Finally, Debtors have also
committed to make $100 payments to unsecured claimants who elect Convenience Class
treatment, and have committed not to object to paying $100 to all asbestos claimants listed as
having “pending” claims in the Debtors’ asbestos claims database. These Convenience Class
payments will help mitigate the possibility of a backlog in processing claims against the $275
million funds post-confirmation.
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The level of funding Debtors have committed in the Plan will ensure that all
asbestos claimants (“GST Asbestos Claimants” in the Plan) are paid in full. Debtors will so
prove at the confirmation hearing.
4.
In addition, the Plan’s method of paying claimants preserves each claimant’s right
under the Bankruptcy Code to have his or her claim allowed through jury trial in the district
court, if the claimant is entitled to such a trial and so elects. GST Asbestos Claimants holding
disputed and contingent claims will have the opportunity to elect the Settlement Option or the
Litigation Option. Claimants electing the Settlement Option will present their claims to a
Settlement Facility funded with $245 million. Their claims will be evaluated under objective
criteria that the Court in its Estimation Opinion found are relevant to the value of claims,
including claimants’ exposures to Garlock’s former asbestos-containing products, their
exposures to other asbestos-containing products, and demographic characteristics that bear on
claimants’ potential damages. Claimants with the most colorable claims against Garlock would
have the potential to receive substantial sums from the Settlement Facility, up to a maximum
value of $2.5 million. All claimants choosing the Settlement Option would obtain payments
without the cost and burden of litigation, to the benefit of the Court, the claimants, and the
Reorganized Debtors.
5.
Claimants not satisfied with the Settlement Option will retain the opportunity to
litigate their claims before juries post-confirmation. They will assert their claims by filing proofs
of claim in the Bankruptcy Court, and then litigating their claims against Reorganized Garrison
pursuant to a Case Management Order (“CMO”). The CMO preserves claimants’ rights to trial
by jury in the district court (for claimants who are entitled to trial), and thus preserves asbestos
claimants’ rights in allowance litigation under 28 U.S.C. §§ 157(b)(5) and 1411. The CMO also
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contains state-of-the-art procedures, already adopted by some courts around the country, to
prevent the “manipulation of exposure evidence by plaintiffs and their lawyers” that the Court
found had occurred in asbestos litigation against Garlock, resulting in inflated recoveries before
the Petition Date. Estimation Opinion at 82. Any claimants who obtain judgments under the
Litigation Option will be paid in full from two sources: a $30 million Litigation Fund dedicated
wholly to litigated claims, plus (from the Settlement Facility) whatever payment the claimant
would have been entitled to receive under the Settlement Option. These sums will also be used to
fund litigation expenses incurred by Reorganized Garrison.
6.
The Plan thus provides an economical and common-sense approach to resolving
these bankruptcy cases, by providing funds well in excess of the Court’s Estimation Opinion;
preserving each claimant’s procedural rights in allowance litigation; but offering a Settlement
Option that will permit generous payments based on objective criteria without the delay and cost
of litigation. Claimants will be paid in full, and the Reorganized Debtors will be discharged,
enabling them to benefit from the fresh start provided under the Bankruptcy Code.
7.
Moreover, the several classes of asbestos claimants are not impaired by the Plan.
These claimants retain their full legal rights under existing law. They have the option to have
their claims considered through the allowance process of the Bankruptcy Code and, if allowed,
paid in full plus legal interest when allowed. Claims treated in this way are not impaired. See,
e.g., In re Ltd. Gaming of Am., Inc., 228 B.R. 275, 290 (Bankr. N.D. Okla. 1998) (“The Court
does not believe that the claims of creditors are impaired by a plan which provides for full
payment of those claims after their final determination by a court of competent jurisdiction.”); In
re Smith, 123 B.R. 863, 867 (Bankr. C.D. Cal. 1991) (“[A] plan may limit payment of claims to
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‘the extent allowed,’ without impairing them; for until claims are allowed, or deemed allowed,
the holders thereof are not entitled to distribution from the bankruptcy estate.”).
8.
Because asbestos claimants are not impaired, and no other classes of claimants are
impaired under the Plan, Debtors do not need to obtain acceptance of the Plan by any class of
claimants in order to confirm the Plan. See 11 U.S.C. § 1129(8), (10). All claimants will be
deemed to have voted in favor of the Plan pursuant to Sections 1124 and 1126(f) of the
Bankruptcy Code.
9.
Claimants will, of course, have the opportunity to object to confirmation of the
Plan and have their objections heard at the Confirmation Hearing. And as described below,
because Debtors have both known and unknown claimants, including known and unknown GST
Asbestos Claimants, Debtors will have to give extensive publication notice of this opportunity to
object in order to provide claimants with due process. Debtors’ notice expert currently estimates
this publication notice will cost in the range of $3 million to $4 million.3 Moreover, because of
the need to place notices in a wide variety of media, and give claimants the opportunity to
receive and act on such notices, the notice period could take up to four months.
10.
If the Plan proceeded to confirmation without votes by any classes of claimants,
and the Court determined at confirmation that a class of claimants is impaired, or that the votes
of any class of claimants are otherwise relevant to confirmation of the Plan, Debtors would have
to solicit votes on the Plan. This would likely require another $3 million to $4 million in
publication notice costs and would also cause considerable delay in the confirmation process
(likely more than six months).
3
The Court has authorized Debtors to retain Kinsella Media, LLC as Notice Agent. See Docket No. 3761.
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To avoid this potential duplicative cost and delay caused by a second noticing
process, Debtors are proposing to solicit the various classes of GST Asbestos Claimants (and
certain other classes of claimants) at the same time as they give notice of the Plan, Confirmation
Hearing, and opportunity to object to the Plan, notwithstanding Debtors’ belief that no classes of
claims are impaired under the Plan, and subject to the Debtors’ right to assert that votes solicited
are not relevant to confirmation of the Plan. Then, the result of this balloting will be available to
use at confirmation if the Court determines that any class of claimants is impaired or that their
votes are otherwise relevant to confirmation of the Plan. This manner of proceeding will preserve
any rights that claimants may have, while saving costs for the estate and eliminating delay in the
confirmation process.
12.
For these reasons, Debtors respectfully request the following relief.
Relief Requested
13.
Debtors move the Court for an order substantially in the form attached as Exhibit
A (the “Confirmation Procedures Order”), which approves the Voting Procedures (attached as
Exhibit B), approves the form of Ballots (attached to the Voting Procedures), approves the form
and manner of notice, and sets a schedule for confirmation of the Plan.
A. Contingent, Disputed, and Unliquidated Claims Must Be Temporarily Allowed for
Voting Purposes Before They May Vote
14.
Bankruptcy Code section 1126(a) provides that only “[t]he holder of a claim or
interest allowed under section 502 of this title may accept or reject a plan” (emphasis added).
Moreover, to be allowed in any sense (whether for voting purposes or any other purpose), a
creditor “whose claim . . . is not scheduled or scheduled as disputed, contingent, or unliquidated
shall file a proof of claim or interest within the time prescribed by subdivision (c)(3) of this rule;
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any creditor who fails to do so shall not be treated as a creditor with respect to such claim for the
purposes of voting and distribution.” Fed. R. Bankr. P. 3003(c)(2). Section 502(a) then provides
that “[a] claim or interest, proof of which is filed under section 501 of this title, is deemed
allowed, unless a party in interest . . . objects.”
15.
These provisions mean that no claimant in a bankruptcy case who holds a
disputed and contingent claim may vote without filing a claim and having its claim allowed, at
least for voting purposes. The Fourth Circuit has made clear that if a party in interest objects to a
claim, the claimant is not permitted to vote. “These provisions [sections 1126 and 502] allow
only holders of claims to which no party has objected to vote on Chapter 11 plans.”
Jacksonville Airport, Inc. v. Michkeldel, Inc, 434 F.3d 729, 731 (4th Cir. 2006) (holding that
judgment creditor who had filed a proof of claim that had been objected to was not entitled to
vote on Chapter 11 plan) (emphasis added). “As long as a party in interest objects to a claim—
regardless of the objection’s validity or merit—the claim cannot be deemed allowed.” Id. at 732.
16.
In a disputed-claim situation, section 502 instructs the court to “determine the
amount of such claim in lawful currency of the United States as of the date of the filing of the
petition, and . . . allow such claim in such amount,” and to disallow a claim to the extent “such
claim is unenforceable against the debtor and property of the debtor, under any agreement or
applicable law for a reason other than because such claim is contingent or unmatured.” 11 U.S.C.
§ 502(b).
17.
The Bankruptcy Code and Rules do not, however, require final adjudication of
disputed and contingent claims before they can vote on a plan. The Bankruptcy Code permits a
court to temporarily allow claims for voting purposes, and to use estimation (for voting purposes
only) as a quick way to accomplish such temporary allowance. “Federal R. Bankr. P. 3018(a)
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allows a court to ‘temporarily allow [a] claim or interest in an amount the court deems proper for
the purpose of accepting or rejecting a plan.’ The statutory predicate to Rule 3018(a) is section
502(c) of the Code, which allows for the estimation of ‘any contingent or unliquidated claim, the
fixing or liquidation of which would unduly delay the administration of the estate.’” In re Ralph
Lauren Womenswear, Inc., 197 B.R. 771, 775 (Bankr. S.D.N.Y. 1996). Pursuant to these
provisions, courts routinely estimate contingent and disputed claims to allow them temporarily
for voting purposes. See, e.g., id.; In re Hydrox Chem. Co., 194 B.R. 617, 622 (Bankr. N.D. Ill.
1996). Such estimation for voting purposes “will not have any preclusive effect upon the
ultimate disposition” of any claim so estimated. Ralph Lauren Womenswear, 197 B.R. at 775.
18.
As in the aggregate estimation this Court has already conducted, estimation for
voting purposes “must take into account the likelihood that each party’s version might or might
not be accepted by a trier of fact. The estimated value of a claim is then the amount of the claim
diminished by [the] probability that it may be sustainable only in part or not at all.” Id. (quoting
In re Windsor Plumbing Supply Co., Inc., 170 B.R. 503, 521 (Bankr. E.D.N.Y. 1994)); see also
Hydrox Chem., 194 B.R. at 624 (estimating for voting purposes based on “the probability that
Claimants can successfully recover under the RICO statute”).
B. Debtors Propose Criteria for Temporary Allowance That Are Already Embodied in the
Estimation Opinion
19.
Debtors do not seek a bar date for GST Asbestos Claims other than Settled GST
Asbestos Claims. Such a bar date is unnecessary in the context of the Plan, given that no GST
Asbestos Claims (other than Settled GST Asbestos Claims) will be barred during the bankruptcy
case under the Plan, but will instead have the opportunity to assert claims under the Settlement
Option or Litigation Option post-confirmation.
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Instead, to comply with the Bankruptcy Code and the Fourth Circuit’s instructions
about the voting process in bankruptcy cases, Debtors propose that claimants who wish to vote
file ballots that will serve as both their proofs of claim and ballots. Claimants will make
certifications and attach documents to their ballots that will provide a minimal showing that their
claims have potential merit. These criteria are already embodied in the Court’s Estimation
Opinion, as described in more detail below. Claimants who do not meet these minimum criteria
would not be temporarily allowed. Debtors would object to temporary allowance of their claims
for voting purposes (and allowance for any other purpose), and notice a hearing no later than
forty-five (45) days prior to the Confirmation Hearing. The claimant would have the opportunity
to file a response to such objection to temporary allowance.
21.
This process will not initiate mass adjudication of contingent and disputed GST
Asbestos Claims. Instead, it will permit temporary allowance of GST Asbestos Claims (and other
claims) for voting purposes only, enabling a vote on the Plan in the event the Court determines
that any class of claims is impaired or that the vote is otherwise relevant to confirmation.4 For the
avoidance of doubt, the relief requested in this Motion relates to allowance of claims for voting
purposes only, and Debtors reserve all rights to object to the allowance of any claim for any
purpose other than for voting, even if such claim were temporarily allowed for voting purposes
under the procedures set forth in this Motion.
4
Debtors will also file objections to all contingent and disputed GST Asbestos Claims to preserve their rights (and
the rights of the entities charged by the Plan with dealing with allowance of the claims), but such objections will not
be prosecuted, and will instead be stayed pending resolution of the claim by the Settlement Facility or through
allowance proceedings after the claimant filed a new proof of claim, as required by the CMO, which would
supersede the ballot.
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The specific criteria that Debtors propose for temporary allowance of claims for
voting purposes are set forth in paragraphs 23 through 48 below. Debtors request that the Court
approve the forms of Ballots attached to the Voting Procedures, embodying these criteria.
1. Current GST Asbestos Claims (Class 4)
23.
The bulk of the GST Asbestos Claims are in Classes 4 and 5: Current GST
Asbestos Claims (Class 4) and Future GST Asbestos Claims (Class 5). Current GST Asbestos
Claims consist of GST Asbestos Claims that are not settled or the subject of a judgment, and
where alleged disease has been manifested as of the date of the Confirmation Order. Current
GST Asbestos Claimants have been classified separately from Future GST Asbestos Claims
because of the conflicting interests current and future claimants have with respect to distribution
of the funds provided by the Plan. See, e.g., Amchem Products, Inc. v. Windsor, 521 U.S. 591,
624 (1997).
24.
The Court recognized in its Estimation Opinion that a GST Asbestos Claim
cannot be allowed if the claimant has no evidence of exposure to asbestos from a Garlock
product. “Such exposure is a requirement to recovery, so it is appropriate to value at zero the
claims of those ‘claimants’ who asserted no exposure to Garlock products.” Estimation Opinion
at 96.
25.
The requirement of exposure to a Garlock product is of course only one issue on
which a claimant must carry the burden of proof in order to recover. For example, the claimant
must also prove causation. In mesothelioma cases against Garlock, this leads to a very low
likelihood of success for any claimant entitled to a trial. See Estimation Opinion at 96. Debtors
will prove at the Confirmation Hearing that claimants alleging other diseases are even less likely
to succeed.
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Yet it is clear that any claimant who cannot show exposure to asbestos from a
Garlock product—or who does not contend that such exposure contributed to causing his or her
disease—does not have any chance of success and thus cannot have a presently allowed claim.
Such a claimant has no more right to cast a vote on a Chapter 11 plan than a person off the street;
both have no connection to these Debtors. See Estimation Opinion at 96 (“[I]t is appropriate to
value at zero the claims of those ‘claimants’ who asserted no exposure to Garlock products.”).
27.
For this reason, to be temporarily allowed for voting purposes, any Class 4
Current GST Asbestos Claimant should have to certify exposure to asbestos from a Garlock
product; contend that such exposure contributed to causing his or her asbestos-related disease;
and provide some evidence of such exposure.
28.
Debtors’ form of ballot (based on Official Form No. 14 but modified to embody
these requirements) requires these certifications, and provides that a claimant may substantiate
his or her exposure to asbestos from a Garlock product by submitting an affidavit or other sworn
statement or a deposition or other testimony demonstrating personal knowledge of such
exposure.
29.
The Ballot also requires a certification of disease. It then provides different voting
amounts for different diseases. For pleural mesothelioma claimants, the voting amount is
$10,000, which is the approximate average share (in nominal dollars) of the Court’s aggregate
estimate of mesothelioma claims for each claimant alleging exposure to asbestos from Garlock
products.
30.
For claimants alleging peritoneal mesothelioma (a rarer kind of mesothelioma that
does not originate in the pleura around the lung), asbestos-related lung cancer, asbestos-related
laryngeal cancer, and asbestosis, Debtors propose using $1 as the voting amount. This will give
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such claimants weight in the “number” vote under Bankruptcy Code section 1126, without
permitting them to swamp the pleural mesothelioma claims in the “amount” vote, which is
appropriate given “the relative overwhelming magnitude of mesothelioma claims in comparison
to claims based on other diseases.” Estimation Opinion at 75. Also, temporary allowance of these
claims will be for voting purposes only, to avoid the delay that would be caused by having an
aggregate estimate of these claims prior to soliciting the vote. Debtors reserve all rights to
dispute these claims and to establish that these claims should be estimated in the aggregate at
zero because they have no arguable merit against the Debtors.
2. Future GST Asbestos Claims (Class 5)
31.
Class 5 consists of Future GST Asbestos Claims, which are those GST Asbestos
Claims whose alleged disease will manifest after the Confirmation Date. These claimants are
represented by the FCR, Mr. Joseph W. Grier, III.
32.
In the Fourth Circuit, Future GST Asbestos Claimants hold “claims” under the
Code. Grady v. A.H. Robins Co., 839 F.2d 198, 200-03 (4th Cir.1988). Therefore, to the extent
Current GST Asbestos Claimants have a right to vote, Future GST Asbestos Claimants have a
right to vote as well. See 11 U.S.C. § 1126(a) (“The holder of a claim or interest allowed under
section 502 of this title may accept or reject a plan.”).
33.
However, because the identities of Future GST Asbestos Claimants will not be
known before confirmation, the FCR who represents them must cast their Ballots. This is within
the scope of the FCR’s authority under the Court’s order appointing him. See Order Granting
Debtors’ Motion for Appointment of Joseph W. Grier, III as Future Asbestos Claimants’
Representative (Docket No. 512) (appointing Mr. Grier to “protect the rights of persons who
may, subsequent to confirmation of the Debtors’ plans of reorganization, hold Future Asbestos
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Claims . . . . The Future Asbestos Claimants’ Representative shall represent the interests of,
appear on behalf of, and be a fiduciary to the holders of Future Asbestos Claims.”).
34.
Debtors propose temporary allowance for voting purposes of Future GST
Asbestos Claims that will allege asbestos-related disease and allege that exposure to asbestos
from a Garlock product contributed to causing it—just as Current GST Asbestos Claims meeting
such criteria will be temporarily allowed. There is no need to determine the number or individual
amount of such Future GST Asbestos Claims for voting purposes because they have been
separately classified, and the FCR will cast all their votes.
35.
Similarly, there is no need for certifications from the FCR. There will concededly
be future claimants allegedly exposed to asbestos from Garlock products. Thus, the FCR has a
constituency of future claimants that should be temporarily allowed for voting purposes, giving
him the right to cast a Ballot on the Plan on behalf of his Class.
3. Pre-Petition Judgment GST Asbestos Claims (Class 6)
36.
Pre-Petition Judgment GST Asbestos Claims consist of GST Asbestos Claims that
were the subject of a pre-petition judgment that is currently on appeal. Debtors believe there is
one such judgment.
37.
Debtors propose that this claim or claims be temporarily allowed for voting
purposes only, in the amount of the judgment. This is of course without prejudice to Debtors’
rights in the appeal.
4. Settled GST Asbestos Claims (Class 3)
38.
Under the Plan, Reorganized Garlock will pay all Allowed Settled GST Asbestos
Claims in full, relieving the Settlement Facility from paying these claims or having any risk that
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they exceed estimated amounts (about which there is also a dispute). For this reason, Debtors
have moved for a bar date for Settled GST Asbestos Claims, which will permit the allowance
process and the fixing of Reorganized Garlock’s responsibility for these claims to commence
promptly. By contrast, under the procedures outlined in the Plan, all other GST Asbestos Claims
will proceed to the allowance process after confirmation.
39.
Debtors propose that Settled GST Asbestos Claims be temporarily allowed, for
voting purposes only, in the amount claimed in their proofs of claim, unless an objection is filed
to the claim and such objection is pending at the time of the vote, in which case the claim should
not be temporarily allowed for voting purposes or permitted to vote in Class 3. Because these
claimants will be filing proofs of claim pursuant to the bar date prior to the Voting Deadline,
their Ballots need not serve as proofs of claim, but need only indicate how they vote on the Plan
in a form similar to Official Form No. 14.
40.
Debtors also propose that if any Settled GST Asbestos Claim is allowed for all
purposes before confirmation, its vote should be counted in the amount at which it is ultimately
allowed. Any Settled GST Asbestos Claim that is disallowed as not being settled prior to the
Voting Deadline would retain the opportunity to vote as a Class 4 Current GST Asbestos Claim,
upon submitting the appropriate form of Ballot.
5. General Unsecured Claims (Class 7)
41.
Like Settled GST Asbestos Claims, Allowed General Unsecured Claims will be
paid in full by Reorganized Garlock. A bar date for these claims has already passed and thus any
claimant in this Class entitled to vote has already filed a proof of claim. Debtors retain the right
to object to General Unsecured Claims.
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Also like Settled GST Asbestos Claims, Debtors propose that these claims be
temporarily allowed for voting purposes in the amount claimed in their proofs of claim or set
forth in the Debtors’ schedules if no proof of claim has been filed and the Debtors did not
schedule such claim as contingent, unliquidated, or disputed, unless an objection is filed to the
claim and such objection is pending at the time of the vote, in which case the claim should not be
temporarily allowed for voting purposes or permitted to vote in Class 7. Because these claimants
have filed proofs of claim, their Ballots need not serve as proofs of claim, but need only indicate
how they vote on the Plan in a form similar to Official Form No. 14.
6. Convenience Class Claims (Class 8)
43.
Class 8 is a Bankruptcy Code section 1122(b) convenience class. Any unsecured
claimant against Debtors Garlock or Garrison may elect Convenience Class treatment in the
Ballot and receive $100 from Reorganized Garlock in full satisfaction of his or her claim.
44.
Any such claimant must, like any claimant, file a proof of claim and be allowed
before being entitled to receive $100. For Convenience Class claimants who have not filed a
proof of claim, the Ballot will serve as the Holder’s proof of claim. All Convenience Class
claimants will elect Convenience Class treatment in the ballot.
45.
For the purpose of protecting the Settlement Facility from an influx of claims that
could present an administrative burden, Debtors have agreed in the Plan not to object to
allowance as a Convenience Class claim of any GST Asbestos Claim listed as “pending” in the
May 2011 version of the Garrison asbestos claims database. Any such claim will, upon
verification that the claim is indeed “pending” in the Garrison database, be allowed for all
purposes as a Convenience Class claim in the amount of $100, to be paid on the Effective Date.
Debtors will make available on their publicly available website a list of the claimants falling into
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this category. Then, claimants electing Convenience Class treatment may certify that they are on
the list. Upon verification of basic identifying information, their claims would be allowed for
voting and all other purposes in the amount of $100. Attorneys representing claimants of this
kind will have the opportunity to cast a single ballot for all such claimants (a “master ballot”) for
administrative convenience.
46.
Unsecured claimants who do not have claims listed as “pending” in the Garrison
database may also elect Convenience Class treatment, and based on the number of such
claimants, Debtors may or may not object to their allowance as Convenience Class Claims in the
amount of $100. Pending Debtors’ decision on whether the claims should be allowed for all
purposes, these claims should be temporarily allowed, for voting purposes only, in the amount of
$100 if they provide the following certifications and documentation providing a minimum
showing that they in fact have a claim against Garlock or Garrison:
(i)
The claimant certifies that (a) he filed a complaint based on asbestosrelated personal injury after June 5, 2010, (b) the claimant would have
named Garlock or Garrison but for the automatic stay, and (c) the claimant
experienced exposure to asbestos from a Garlock product. The claimant
attaches a copy of the complaint and a document satisfying the
requirements for demonstrating exposure to asbestos from a Garlock
product in the Class 4 Ballot.
(ii)
The claimant certifies that (a) he settled an asbestos personal injury claim
against Garlock or Garrison before June 5, 2010, and (b) the claim has not
been paid. The claimant attaches a copy of the agreement evidencing the
settlement.
(iii)
The claimant certifies that (a) he holds an unsecured claim not based on
asbestos personal injury, and (b) the claim has not been paid.
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7. GST and Garrison Equity Interests (Classes 11 and 12)
47.
Under the Plan, the GST Equity Interests and Garrison Equity Interests, all held
by the Parent, are impaired. Debtors propose to solicit the vote of the Parent, the interest holder
in each of these classes.
8. Other Classes
48.
Debtors do not anticipate any argument that Classes 1 (Priority Claims), 2
(Secured Claims), 9 (Anchor Claims), 10 (Intercompany Claims), and 13 (Anchor Equity
Interest) are impaired. Debtors therefore propose not soliciting votes from these classes. If any
party in interest believes these classes should be solicited, they should raise this objection in a
response to the Disclosure Statement or this Motion, and Debtors will solicit them in order to
avoid the delay and expense of a second solicitation.
C. Debtors Propose a Comprehensive Notice Program That Will Afford Due Process to All
Claimants
49.
Debtors will give notice of the Plan, the solicitation, and claimants’ opportunity to
object to confirmation of the Plan. Due process requires “notice reasonably calculated under all
the circumstances to apprise [creditors] of the pendency of the action and afford them an
opportunity to present their objections.” State of Maryland v. Antonelli Creditors' Liquidating
Trust, 123 F.3d 777, 783 (4th Cir. 1997) (quoting Mullane v. Central Hanover Bank and Trust,
339 U.S. 306 (1950)). Whether a particular notice program is reasonably calculated to apprise
interested parties of the solicitation and Plan depends upon the particular facts and
circumstances. See Tulsa Professional Collection Services v. Pope, 485 U.S. 478, 484 (1988).
Generally, known creditors are entitled to actual notice, while unknown creditors are entitled to
constructive notice of a bar date. See In re J.A. Jones, Inc., 492 F.3d 242, 249 (4th Cir. 2007). In
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addition, Bankruptcy Rules 2002(b) and (d) require not less than twenty-eight (28) days’ notice
to all creditors and interest holders of the time fixed for filing objections and the hearing to
consider confirmation of a chapter 11 plan.
50.
The Court has authorized Debtors to retain Kinsella Media, LLC (“Kinsella”) as
Notice Agent. See Docket No. 3761. Kinsella is a nationally recognized firm specializing in legal
notice, particularly in the areas of class action and mass tort litigation, including bankruptcy
cases involving large numbers of tort claims. Kinsella has devised numerous notice programs in
asbestos bankruptcy cases, beginning with the Johns-Manville case in the 1980s.
51.
Kinsella has devised the Notice Program attached as Exhibit C to this Motion.
The Notice Program provides for direct notice to known GST Asbestos Claimants (and other
classes of claimants), and publication notice to unknown GST Asbestos Claimants.
52.
Direct notice will be provided (in the form of a Solicitation Package) to each
creditor by mailing to each attorney for a GST Asbestos Claimant identifiable from the May
2011 Garrison asbestos claims database, the Personal Injury Questionnaires (“PIQs”), or
statements filed pursuant to Bankruptcy Rule 2019 (or to the claimant’s address if no attorney
has appeared on the creditor’s behalf), for each creditor represented by that attorney, (a) a CDROM containing a copy of (i) the order approving the Disclosure Statement (the “Disclosure
Statement Order”), (ii) the Disclosure Statement as approved by the Bankruptcy Court, (iii) the
Disclosure Statement exhibits with an attached copy of the Plan, (iv) the Voting Procedures, and
(v) forms of Ballots and instructions; and (b) a paper copy of the court-approved Confirmation
Hearing Notice. Debtors will also serve a Solicitation Package on the FCR, as representative for
future claimants, and on General Unsecured Claimants.
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The Debtors propose to prepare and file a certificate of service listing all GST
Asbestos Claimants that, based on the May 2011 Garrison asbestos claims database, the PIQs, or
statements filed pursuant to Bankruptcy Rule 2019, they believe are be associated with each law
firm, and after service, to provide proof of service on those GST Asbestos Claimants by proof of
service on the law firm representing each such claimant.
54.
For claimants who are not being solicited, and for all parties on the Updated
Master Service List (Docket No. 3633), Debtors will instead provide (a) a CD-ROM containing a
copy of (i) the order approving the Disclosure Statement (the “Disclosure Statement Order”),
(ii) the Disclosure Statement as approved by the Bankruptcy Court, (iii) the Disclosure Statement
exhibits with an attached copy of the Plan, (iv) the Voting Procedures, and (v) notification of
non-solicitation and non-voting status, including instructions on how to obtain copies of the
Solicitation Package, if so desired (“Notification of Non-Solicitation and Non-Voting Status”);
and (b) a paper copy of the court-approved Confirmation Hearing Notice. A copy of the
proposed Notification of Non-Solicitation and Non-Voting Status is attached as Exhibit D.
55.
Debtors will provide notice by publication to unknown GST Asbestos Claimants.
Kinsella has devised a publication notice program based on the history of Garlock’s asbestoscontaining products, the demographic characteristics of GST Asbestos Claimants, and other
facts. The core of the program will be paid media, focusing on television, national newspaper
supplements, national consumer magazines, local newspapers, and online media. Kinsella
estimates that this program will reach 95.5% of men 65 and older, on average 4.2 times each;
94.9% of adults 65 and older, an average 4.2 times each; 90.7% of adults 45 and older, on
average 3.3 times each; and 88% of adults 35 and older, on average 3.1 times each. The program
will cost between $3 million and $4 million.
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In addition to paid publication notice, Kinsella will distribute a notice to trade
unions in which many GST Asbestos Claimants would have been members, encouraging the
unions to include the notice in their newsletters or other publications. Kinsella will also issue
press releases to media encouraging them to run stories about the solicitation and Plan process.
Notice provided by these means would be in addition to the reach and frequency described in the
preceding paragraph.
57.
Debtors have attached as Exhibit E to this Motion their proposed Confirmation
Hearing Notice, and also attached as Exhibit B to the Notice Program (Exhibit C) their proposed
Publication Notice. Kinsella has designed the Publication Notice to alert GST Asbestos
Claimants that their rights may be affected, using plain language that will be understood by such
claimants. The Publication Notice will direct claimants to the Debtors’ website and a toll-free
number where they may obtain further information about the solicitation and the opportunity to
support or object to the Plan. Kinsella will develop and make available the television notice,
Internet notice, and any other notices in advance of the hearing on this Motion.
D. Debtors Propose a Schedule That Would Result in a Confirmation Hearing in July 2015
58.
Finally, Debtors propose in the Confirmation Procedures Order a schedule that
would result in a Confirmation Hearing in July 2015 if the Disclosure Statement is approved by
the end of August 2014.
59.
Debtors propose that the Balloting Agent distribute Solicitation Packages in the
manner required by the Notice Program on or before the date that is 30 calendar days after the
date on which this Court enters an order approving the adequacy of the Disclosure Statement (the
“Disclosure Statement Order”).
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Debtors request that the Court set the deadline for ballots to be received by the
Balloting Agent (the “Voting Deadline”) for 150 days after entry of the Disclosure Statement
Order. This period would give sufficient time for Kinsella to place the media called for by the
Notice Program; have the media run for three months; and give any unknown claimant who may
receive notice at the end of the publication notice period one month to obtain a ballot and submit
it before the Voting Deadline. Known claimants would have even more time, as they would
receive their Solicitation Packages months before the Voting Deadline.
61.
Prior to the Confirmation Hearing, Debtors would have the opportunity to file
objections to the temporary allowance for voting purposes of any claim, as not meeting the
criteria for temporary allowance in the Voting Procedures, and notice a hearing no later than
forty-five (45) days prior to the Confirmation Hearing. Claimants would have the opportunity to
respond.
62.
Debtors propose that the Court, pursuant to Bankruptcy Rule 3020(b)(1), set the
deadline for filing objections to the Plan (the “Objection Deadline”) for the same day as the
Voting Deadline. Debtors request that the Court direct that objections to confirmation of the Plan
(or proposed modifications) (i) be in writing, (ii) state the name and address of the objecting
party and the nature of any objection or proposed modification, and (iii) be filed, together with
proof of service, with the Bankruptcy Court and served so that they are received by (a) the Clerk
of the Court, (b) counsel for the Debtors, (c) counsel to all official committees, and (d) the
Bankruptcy Administrator, at the addresses set forth in the Confirmation Hearing Notice, no later
than the Objection Deadline at 5:00 p.m., prevailing Eastern time.
63.
Finally, Debtors request that the Court set the Confirmation Hearing for July 15,
2015. If the Disclosure Statement Order is entered by September 1, 2014, this would leave over
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five months between the Voting/Objection Deadline and the start of the Confirmation Hearing
for responses to objections; fact discovery pertaining to objections; deadlines for service of
expert reports from experts who may testify at the Confirmation Hearing; and expert depositions.
Debtors request that a status conference concerning these pretrial deadlines take place as soon as
possible after the Voting/Objection Deadline.
Notice
64.
Notice of this Confirmation Procedures Motion has been given to the parties
identified on the Updated Master Service List (Docket No. 3633), as well as any party that has
filed a docketed request for notices under Bankruptcy Rule 2002 since the filing of the Updated
Master Service List. Pursuant to the Order Establishing Notice Procedures, entered on June 8,
2010 (Docket No. 48), and in light of the nature of the relief requested, Debtors submit that such
notice constitutes good and sufficient notice of this Motion, and that no other or further notice is
necessary or required.
No Prior Request
65.
No prior motion for the relief requested herein has been made to this or any other
Court.
WHEREFORE, Debtors respectfully request that the Court enter an order substantially in
the form attached hereto (i) approving the Voting Procedures; (ii) approving the forms and
distribution of the Ballots; (iii) approving the Notice Program and Notices; and (iv) establishing
dates and deadlines in connection with confirmation of the Plan.
[signature appears on following page]
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[signature page to Debtors’ Motion for Entry of an Order Approving Solicitation and
Confirmation Procedures and Schedule]
This 24th day of June, 2014.
Respectfully submitted,
/s/ Garland S. Cassada
Garland S. Cassada
N.C. Bar No. 12352
Jonathan C. Krisko
N.C. Bar No. 28625
Richard C. Worf, Jr.
N.C. Bar No. 37143
Ty E. Shaffer
N.C. Bar No. 38495
ROBINSON BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Telephone:
(704) 377-2536
Facsimile:
(704) 378-4000
[email protected]
[email protected]
[email protected]
[email protected]
Special Corporate and Litigation Counsel to the
Debtors Garlock Sealing Technologies LLC,
Garrison Litigation Management Group, Ltd., and
The Anchor Packing Company
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Exhibit Ex. A-Proposed Confirmation Procedures Order Page 1 of 11
Exhibit A
Proposed Confirmation Procedures Order
Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
ORDER APPROVING SOLICITATION AND
CONFIRMATION PROCEDURES AND SCHEDULE
Upon the Debtors’ motion (the “Confirmation Procedures Motion”)2 seeking entry of an
order (i) establishing procedures for solicitation and tabulation of votes to accept or reject the
Debtors’ First Amended Plan of Reorganization, dated May 29, 2014 (the “Plan”); (ii) approving
forms of ballots and instructions; (iii) approving the form and content of notice, and the manner
1
2
the Plan.
1
of giving notice, and (iv) establishing dates and deadlines in connection with confirmation of the
Plan; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C.
§§ 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C.
§ 157(b)(2); and it appearing that venue of this proceeding and the Confirmation Procedures
Motion is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and adequate notice of
the Confirmation Procedures Motion having been given; and it appearing that no other notice
need be given; and after due deliberation and sufficient cause appearing therefore,
IT IS HEREBY ORDERED THAT:
Confirmation Hearing and Deadlines:
1.
A hearing to consider confirmation of the Plan (the “Confirmation Hearing”) will
commence on July 15, 2015, at 10:00 a.m., prevailing Eastern time, before the Honorable Craig
Whitley, United States Bankruptcy Judge, United States Bankruptcy Court for the Western
District of North Carolina.
2.
The Confirmation Hearing may be continued from time to time by announcing
such continuance in open court and providing written notice to parties that have filed objections
to confirmation or other motions for relief.
3.
The deadline to vote on the Plan (the “Voting Deadline”) shall be ____________,
2015 at 4:00 p.m., prevailing Eastern time.
4.
The deadline to file objections to confirmation of the Plan (the “Objection
Deadline”) is the Voting Deadline. All objections to confirmation of the Plan, must be served in
a manner so that they are actually received on or before 4:00 p.m., prevailing Eastern time, on
the Objection Deadline by the following parties (the “Notice Parties”):
2
If to the Debtors:
GARLOCK SEALING TECHNOLOGIES LLC
5605 Carnegie Boulevard, Suite 500
Charlotte, NC 28209
Telephone: (704) 731-1500
Attn: Elizabeth Barry
With a copy to:
RAYBURN COOPER & DURHAM, P.A.
1200 Carillion, 227 West Trade Street
Charlotte, NC 28202
Telephone: (704) 334-0891
Attn: John R. Miller, Jr.
and
ROBINSON, BRADSHAW & HINSON, P.A.
Charlotte, NC 28246
Telephone: (704) 377-2536
Attn: Garland S. Cassada
If to the Asbestos Committee:
CAPLIN & DRYSDALE, CHARTERED
One Thomas Circle N.W., Suite 1100
Washington, DC 20005
Telephone: (202) 862-5000
Attn: Trevor W. Swett
If to the Future Claimants’ Representative:
GRIER FURR & CRISP, PA
Charlotte, NC 28246
Telephone: (704) 375-3720
Attn: Joseph W. Grier, III
With a copy to:
ORRICK HERRINGTON & SUTCLIFFE, LLP
Columbia Center
1152 15th Street, N.W.
Telephone: (202) 339-8400
Attn: Jonathan C. Guy
If to the Unsecured Creditors’ Committee:
FSB FISHERBROYLES, LLP
6000 Fairview Road, Suite 1200
Charlotte, NC 28210
Telephone: (704) 464-6954
Attn: Deborah L. Fletcher
5.
All objections to the Plan shall (a) state with particularity the legal and factual
grounds for such objection, (b) provide, where applicable, the specific text, if any, that the
objecting party believes to be appropriate to insert into the Plan, and (c) describe the nature and
amount of the objector’s Claim or Equity Interest.
3
6.
Objections not timely filed and served in accordance with the provisions of this
Order shall not be heard and shall be overruled.
7.
The Debtors may file an omnibus response (the “Omnibus Response Brief in
Support of Confirmation”) to any timely-filed objection(s) and/or supplemental brief in support
of confirmation on or before ____________, 2015 at 4:00 p.m., prevailing Eastern time, and the
Debtors shall serve a copy of their Omnibus Response Brief in Support of Confirmation by
facsimile transmission or overnight mail on the same date upon the relevant objecting parties and
the Notice Parties.
Approval of Debtors’ Request to Solicit Votes from Classes of Allegedly Unimpaired
Claimants:
8.
The Debtors shall solicit the votes of Holders of Claims in the following Classes:
Class 3 (Settled GST Asbestos Claims), Class 4 (Current GST Asbestos Claims), Class 5 (Future
GST Asbestos Claims), Class 6 (Pre-Petition Judgment GST Asbestos Claims), Class 7 (General
Unsecured Claims), and Class 8 (Convenience Class Claims). The Debtors contend that these
Classes of Claims are unimpaired by the Plan. The Court reserves for the Confirmation Hearing
any decision whether these Classes of Claimants is impaired, or that their votes are otherwise
relevant to confirmation of the Plan.
Approval of Proposed Form and Manner of Notice and Solicitation:
9.
The Confirmation Hearing Notice, substantially in the form attached to the
Confirmation Procedures Motion as Exhibit E, is hereby approved.
10.
The proposed Notice Program, substantially in the form attached to the
Confirmation Procedures Motion as Exhibit C, is hereby approved.
11.
The Publication Notice, substantially in the form attached as Exhibit B to the
Notice Program, is hereby approved.
4
12.
The Court finds that the proposed Notice Program meets the requirements of due
process by providing “notice reasonably calculated under all the circumstances to apprise
[creditors] of the pendency of the action and afford[ing] them an opportunity to present their
objections.” State of Maryland v. Antonelli Creditors’ Liquidating Trust, 123 F.3d 777, 783 (4th
Cir. 1997) (quoting Mullane v. Central Hanover Bank and Trust, 339 U.S. 306 (1950)).
13.
The Debtors shall provide notice to the following Claimants in the form of (a) a
CD-ROM containing a copy of (i) the order approving the Disclosure Statement, (ii) the
Disclosure Statement as approved by the Bankruptcy Court, (iii) the Disclosure Statement
exhibits with an attached copy of the Plan, (iv) the Voting Procedures, and (v) forms of ballots
and instructions; and (b) a paper copy of the court-approved Confirmation Hearing Notice
(collectively, a “Solicitation Package”):
(a)
all Holders of GST Asbestos Claims in Class 3 (Settled GST Asbestos
Claimants), Class 4 (Current GST Asbestos Claimants), and Class 6 (Pre-Petition
Judgment GST Asbestos Claimants), by mailing to each attorney for a GST Asbestos
Claimant identifiable from the May 2011 Garrison asbestos claims database, the Personal
Injury Questionnaire (“PIQ”), or statements filed pursuant to Bankruptcy Rule 2019, a
Solicitation Package for each GST Asbestos Claimant represented by that attorney (or by
mailing a Solicitation Package directly to the claimant’s address if no attorney has
appeared on the creditor’s behalf);
(b)
the Future Claimants’ Representative, as representative for all Holders of
Future GST Asbestos Claims (Class 5), by mailing a Solicitation Package to the Future
Claimants’ Representative;
5
(c)
all Holders of General Unsecured Claims (Class 7) by mailing a
Solicitation Package to each Holder of a General Unsecured Claim;
(d)
all Holders of Equity Interests (Class 11 and Class 12) by mailing a
Solicitation Package to the Parent.
14.
The Debtors shall prepare and file a certificate of service listing all GST Asbestos
Claimants in Classes 3, 4, and 6 that, based on the May 2011 Garrison asbestos claims database,
the PIQs, or statements filed pursuant to Bankruptcy Rule 2019, they believe are be associated
with each law firm. After service, the Debtors shall provide proof of service on those GST
Asbestos Claimants in Classes 3, 4, and 6 by proof of service on the law firm representing each
such Claimant.
15.
For claimants and interest holders who are not being solicited (Class 1, Class 2,
Class 9, and Class 10), as well as to all parties on the Updated Master Service List (Docket No.
3633), Debtors will instead provide, on or before the Solicitation Distribution Date (i) a
Solicitation Package and (ii) a notification of non-voting status, including instructions on how to
obtain copies of the Solicitation Package, if so desired (“Notification of Non-Solicitation and
Non-Voting Status”). The Notification of Non-Solicitation and Non-Voting Status, substantially
in the form attached to the Confirmation Procedures Motion as Exhibit D, is hereby approved.
Because the sole holder of the Class 13 Anchor Equity Interest—Garrison Litigation
Management Group, Ltd.—is a Plan proponent, the Debtors need not serve a Solicitation
Package or Notification of Non-Solicitation and Non-Voting Status on Class 13.
16.
The Debtors shall provide further notice by publication to unknown GST
Asbestos Claimants in substantially the form outlined in the Notice Program.
6
Provisional Temporary Allowance of Claims for Voting Purposes:
17.
Pursuant to Bankruptcy Code § 502(c) and Fed. R. Bankr. P. 3018(a), the Court
shall temporarily allow Claims in the following Classes for voting purposes only provided they
meet the criteria for acceptance of their ballot or master ballot as set forth in section 6 of the
Voting Procedures: Class 3 Settled GST Asbestos Claims, Class 4 Current GST Asbestos
Claims, Class 5 Future GST Asbestos Claims, Class 6 Pre-Petition Judgment GST Asbestos
Claims, Class 7 General Unsecured Claims, and Class 8 Convenience Class Claims.
18.
Holders of Claims in Classes 4, 5, 6 and 8 may provide, through their Ballot, a
proof of claim that will enable qualified Holders of Claims to have their Claims temporarily
allowed for voting purposes only.
19.
The Debtors shall have the right, prior to the Confirmation Hearing, to object to
any Claim as not meeting the requirements for temporary allowance for voting purposes set forth
in Section 6 of the Voting Procedures (a “Temporary Allowance Objection”), without prejudice
to all other rights available to the Debtors under the Bankruptcy Code and other applicable law.
The Debtors shall serve any Temporary Allowance Objection by facsimile transmission or
overnight mail upon the relevant Claimants’ attorneys, or directly to the Claimant if not
represented by an attorney, and the Notice Parties.
20.
The Debtors will notice a hearing (a “Temporary Allowance Objection Hearing”)
on any Temporary Allowance Objection for a date no later than forty-five (45) days prior to the
Confirmation Hearing. Any Claimant whose Claim is the subject of a Temporary Allowance
Objection shall have the opportunity to file a response to such objection prior to the Temporary
Allowance Objection Hearing.
7
21.
The Debtors may file an omnibus objection (the “Omnibus Claims Objection”) to
Claims for purposes other than temporary allowance on or before ____________, 2015 at 4:00
p.m., prevailing Eastern Time, and the Debtors shall serve a copy of their Omnibus Claims
Objection by facsimile transmission or overnight mail on the same date upon the relevant
Claimants’ attorneys, or directly to the Claimant if not represented by an attorney, and the Notice
Parties. Resolution of any Omnibus Claims Objection, or any other objection by the Debtors to
Claims relating to matters other than temporary allowance for voting purposes, will be stayed
until after confirmation.
Approval of Voting Procedures, Form of Ballots and Master Ballots, and Tabulation of
Votes:
22.
The Voting Procedures and Form of Ballots and Master Ballots attached to this
Motion as Exhibit 1 are hereby approved.
23.
All votes to accept or reject the Plan must be cast by using the appropriate ballot
or master ballot.
24.
All ballots or master ballots accepting or rejecting the Plan (must be received by
_________ (the “Balloting Agent”) by 4:00 p.m., prevailing Eastern time, no later than _______,
2015 (the “Voting Deadline”), at the following address:
By U.S. Mail:
[_______]
By Courier:
[_______]
25.
The Court may extend or otherwise modify the period during which votes will be
accepted, in which case the Voting Deadline shall mean the last time and date to which the Court
extends solicitation of ballots and master ballots.
8
26.
Tabulation of votes—determination of the amount of claims voted, exclusion of
ballots and master ballots, and general voting procedures—shall proceed in accord with the
process outlined in the Voting Procedures.
27.
The Balloting Agent shall file a certification of ballots and master ballots on
before _________, 2015. If pending Voting Motions or any other matters may affect the voting
results, a representative of the Balloting Agent shall attend the Confirmation Hearing to prepare
and submit an updated certification of ballots and master ballots.
Public Access:
28.
All ballots and master ballots being judicial records, the Balloting Agent shall
maintain a register of received ballots and master ballots on a publicly accessible website and
shall separately make ballots and master ballots available to members of the public, upon
request, for inspection consistent with the requirements for treatment of judicial records under 11
U.S.C. § 107, 28 U.S.C. § 156(c) (which provides for the use of outside facilities to perform
activities that would otherwise be performed by the clerk’s office), the Judicial Conference
Guidelines for implementing 28 U.S.C. § 156(c), and other applicable law. The Balloting Agent
shall maintain the publicly accessible website registry of ballots and master ballots and retain a
copy of all ballots and master ballots until otherwise ordered by this Court.
Miscellaneous:
29.
The Debtors are authorized and empowered to take all actions and execute such
other documents as may be necessary to implement the relief granted herein.
30.
This Court shall retain jurisdiction to hear and determine all matters arising from
the implementation of this Confirmation Procedures Order.
9
31.
The Court will hold a status conference on ______, 2015 at ______, prevailing
Eastern time, to consider a schedule for discovery and other matters relating to the Confirmation
Hearing.
Dated: ________________, 2014
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Voting Procedures
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Charlotte Division
IN RE:
LLC, et al.,
Debtors.1
Chapter 11
SOLICITATION AND TABULATION PROCEDURES FOR DEBTORS’ FIRST
AMENDED PLAN OF REORGANIZATION, DATED MAY 29, 2014
The following procedures (the “Voting Procedures”) govern the distribution of
solicitation materials with respect to the Debtors’ First Amended Plan of Reorganization,
dated May 29, 2014 (as it may be from time to time amended, supplemented or modified,
the “Plan”). In addition, these procedures provide that Ballots for Classes 4 (Current
GST Asbestos Claims), 5 (Future GST Asbestos Claims), 6 (Pre-Petition Judgment GST
Asbestos Claims), and 8 (Convenience Class Claims) cast in connection with this
solicitation shall serve as proofs of claim for Claimants in such Classes, thereby
permitting qualifying claimants to have their Claims temporarily allowed for voting
purposes (but not allowed for any other purpose at this time). Capitalized terms used
herein shall have the meanings set forth in Section 11 below, elsewhere in these Voting
Procedures, or in the Plan. Ballots and voting instructions to be used in connection with
these Voting Procedures are attached hereto.
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The debtors in these jointly administered cases are Garlock Sealing Technologies
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Summary of Solicitation Schedule: The below lists the various deadlines and
events of the solicitation and confirmation process outlined herein:
Solicitation Distribution Date
_______________________
Voting Deadline
_______________________
Objection Deadline
_______________________
Status Conference
TBD
Confirmation Hearing
July 15, 2015
Purposes of Solicitation:
a.
Acceptance or Rejection by Impaired Classes. Debtors contend that, under
the Plan, there are no “non-insider” classes of creditors that hold impaired
claims. One purpose of this solicitation is to determine whether certain
impaired Classes of Interests (Classes 11 & 12) have accepted or rejected
the Plan.
Acceptance or Rejection by Other Classes. An additional purpose of this
solicitation is to solicit votes from Classes 3, 4, 5, 6, 7, and 8 in case the
Court determines that any of Classes 3-8 is impaired or otherwise
determines that the acceptance of the Plan by any of Classes 3-8 is
relevant for any other purpose in connection with confirmation of the Plan
b.
3.
To Provide Proofs of Claim to Permit Qualified, Temporarily Allowed
Claimants to Vote. To vote to accept or reject the Plan, a claim must be
allowed, even if allowed only temporarily. To be allowed, a Holder of a
Claim must file a proof of claim. Proofs of claim in these cases have not
yet been required for GST Asbestos Claims in Classes 4 (Current GST
Asbestos Claims), 5 (Future GST Asbestos Claims), 6 (Pre-Petition
Judgment GST Asbestos Claims), or 8 (Convenience Class Claims).
Accordingly, a further purpose of this solicitation is to allow Holders of
Claims in Classes 4, 5, 6, and 8 to provide, through their Ballots, proofs of
claim that will enable qualified Holders of Claims to have their Claims
temporarily allowed for voting purposes (but not allowed for any other
purpose at this time).
Notice Program: Debtors will give notice of the confirmation hearing and the
opportunity to obtain a Solicitation Package through a Notice Program approved
by the Court. The proposed Notice Program was developed by Kinsella Media
and includes three basic components: (1) direct notice to Claimants through
mailing, including, for GST Asbestos Claimants, mailing to such GST Asbestos
Claimants’ attorneys; (2) broad national and local published notice through
national and local paid print and broadcasts; and (3) direct notice to third-party
entities and organizations likely to have contact with GST Asbestos Claimants.
B-2
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4.
Availability of the Solicitation Package on the Internet or from the Balloting
Agent: The contents of the Solicitation Package will be available via the internet
at [________________________]. Any person will be able to obtain a copy of the
Solicitation Package in portable document format (.pdf) at no cost. In addition,
any Entity asserting that it is an interested party may request a Solicitation
Package from the Balloting Agent and the Balloting Agent will send a Solicitation
Package to the requesting Entity.
5.
Distribution of Solicitation Packages and Notification of Non-Solicitation and
Non-Voting Status:
a.
b.
Impaired Classes of Claims: Except as otherwise provided herein, the
Balloting Agent will cause a Solicitation Package (with Ballot(s)) to be
served upon Holders of Interests in each of the following classes:
i.
GST Equity Interests (Class 11), by service upon the Parent.
ii.
Garrison Equity Interests (Class 12), by service upon the Parent.
Unimpaired Non-Insider Claims: Except as otherwise provided herein,
the Balloting Agent will cause a Solicitation Package (with Ballot(s)) to be
served upon each Holder of a Claim in each of the following classes:
i.
Settled GST Asbestos Claims (Class 3), by service via first class
mail to the attorney who, based on the Garrison Asbestos Claims
Database, the Personal Injury Questionnaire, or verified statements
filed pursuant to Bankruptcy Rule 2019, represents such Holder at
the attorney’s known address, or to the Holder directly via first
class mail if the Holder is not represented by an attorney and the
Holder’s address is known to Debtors.
ii.
Current GST Asbestos Claims (Class 4) known to Debtors, by
service via first class mail to the attorney who, based on the
Garrison Asbestos Claims Database, the Personal Injury
Questionnaire, or verified statements filed pursuant to Bankruptcy
Rule 2019, represents such Holder at the attorney’s known address,
or to the Holder directly via first class mail if the Holder is not
represented by an attorney and the Holder’s address is known to
Debtors. Entities who were named as co-defendants in asbestos
litigation against the Debtors may be Holders of Current GST
Asbestos Claims (“Co-Defendant Holders”). Garlock will serve a
Solicitation Package on potential Co-Defendant Holders via first
class mail.
Current GST Asbestos Claims that are not known to Debtors may
receive notice of the Plan and Disclosure Statement through the
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Notice Program or other means. Holders of such Claims may
obtain Solicitation Packages as provided in Section 4 above.
iii.
Future GST Asbestos Claims (Class 5), by service on the Future
Claimants’ Representative.
iv.
Pre-Petition Judgment GST Asbestos Claims (Class 6), by service
via first class mail to the attorney who, based on the Garrison
Asbestos Claims Database, the Personal Injury Questionnaire, or
verified statements filed pursuant to Bankruptcy Rule 2019,
represents such Holder at the attorney’s known address. Any
Holder of a Pre-Petition Judgment GST Asbestos Claim may
v.
General Unsecured Claims (Class 7), by service via first class mail
to each Holder of a General Unsecured Claim. Holders of General
Unsecured Claims may obtain Solicitation Packages as provided in
Section 4 above.
vi.
Convenience Class Claims (Class 8), by service described above
for the Class of Claims to which such Holder belongs but for the
election of the Holder to be treated as a Convenience Class Claim
pursuant to the Plan. Holders of Convenience Class Claims may
c.
Distribution of Solicitation Packages to Other Parties: The Balloting
Agent will cause a Solicitation Package to be served upon parties in
interest as well as other third parties pursuant to the Notice Program.
d.
Determination of Holders of Record/Assigned Claims: Except as
otherwise provided for herein, appropriate Solicitation Packages will be
served upon the Entity that holds a Claim as of the Voting Record Date,
and the Debtors will have no obligation to cause a Solicitation Package to
be served upon any subsequent Holder of such Claim (as evidenced by any
notice of assignment of such Claim entered on the Bankruptcy Court’s
docket or that only becomes effective after the Voting Record Date or
otherwise).
The assignee of a transferred and assigned Claim (whether filed or
scheduled) shall be permitted to vote such Claim only if the transfer and
assignment has been noted on the Bankruptcy Court’s docket and is
effective pursuant to Bankruptcy Rule 3001(e) as of the close of business
on the Voting Record Date.
e.
Solicitation Distribution Date: The Balloting Agent will cause
Solicitation Packages to be distributed, as outlined above, on or before the
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date which is thirty (30) calendar days following the date on which the
Bankruptcy Court enters the Disclosure Statement Order.
f.
6.
Distribution of Notification of Non-Solicitation and Non-Voting
Status: The Balloting Agent will cause a Solicitation Package and a
Notification of Non-Solicitation and Non-Voting Status to be served upon
Holders of Priority Claims (Class 1), Holders of Secured Claims (Class 2),
Holders of Anchor Claims (Class 9), Holders of Intercompany Claims
(Class 10), and all parties on the Updated Master Service List (Docket No.
3633). The sole Holder of the Anchor Equity Interest (Class 13) is plan
proponent, Garrison. Accordingly, a Notification of Non-Solicitation and
Non-Voting Status shall not be distributed to the Holder of Anchor Equity
Interest.
Completion of Ballots and Eligibility to Vote:
a.
Voting Eligibility – Only those Holders of Claims or Interests which
Claim or Interest is not the subject of an objection that is pending as of the
Voting Record Date is eligible to vote, unless (a) the Claim or Interest is
temporarily allowed for voting purposes or (b) an order is entered by the
Bankruptcy Court allowing such Claim or Equity Interest by the Voting
Deadline. Only Ballots cast by Holders of Claims or Interests which are
not deemed to accept the Plan (impaired Claims or Interests) may be cast
for purposes of determining acceptance of the Plan by a class under 11
U.S.C. § 1129(a)(8)(A) or (a)(10).
b.
Special Procedures for Completion of Ballots by Holders of Claims in
Classes 4, 5, 6, and 8. Ballots for Classes 4, 5, 6, and 8 shall serve as
proofs of claim. To be used for any purpose, each Holder of a GST
Asbestos Claim must meet the requirements of the Ballot.
i.
Specific requirements for Class 4 Claims (Current GST
Asbestos Claims). As detailed in the Class 4 Ballot, a completed
Ballot must include (among other items detailed in the Ballot):
(I)
certification, under penalty of perjury, that the Injured Party
was diagnosed with one of the itemized asbestos-related
diseases, and a contention by the Holder of such Current
GST Asbestos Claim that the Injured Party had GST
Product Contact and that GST Product Contact contributed
to causing the Injured Party’s asbestos-related disease; and
(II)
documents (affidavits, deposition testimony, or trial
testimony) included with the Ballot that evidence personal
knowledge of the Injured Party’s GST Product Contact and
include (a) identification (by name, address or other
description) of the residence(s), plant(s), or commercial
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building site(s), and the city and state where exposure to
asbestos from a Garlock asbestos-containing product
allegedly occurred; (b) identification of the Garlock
asbestos-containing product with which the Injured Party
had contact; and (c) the manner in which the Injured Party
experienced exposure to asbestos from the Garlock
asbestos-containing product.
7.
ii.
Specific requirements for Class 5 Claims (Future GST
Asbestos Claims). As detailed in the Class 5 Ballot, the Future
Asbestos Claimants Representative shall cast a Ballot on behalf of
Class 5 Claims.
iii.
Specific requirements for Class 8 Claims (Convenience Class
Claims). As detailed in the Class 8 Ballot, to meet the
requirements for a completed Ballot (among other items detailed in
the Ballot), the Holder of a Class 8 Claim must satisfy one of the
following sets of criteria:
(I)
be a claimant whose claim is verified as listed as pending in
the Garrison Asbestos Claims Database;
(II)
certify that he/she filed a complaint after June 5, 2010
based on an asbestos-related disease, that he/she would
have named Garlock or Garrison but for the automatic stay,
and that the Injured Party had GST Product Contact; and
attach the documents required by the Class 4 Ballot to
demonstrate GST Product Contact;
(III)
certify that he/she holds an asbestos personal injury claim
against Garlock or Garrison settled before June 5, 2010 and
attach a copy of the agreement evidencing the alleged
settlement; or
(IV)
certify that he/she holds an unsecured claim not based on
an asbestos-related injury, that the claim has not been paid,
and has filed a proof of claim required by the Non-Asbestos
Claim Bar Date Order.
Return of Ballots:
a.
Place to Send Completed Ballots:
i.
Balloting Agent: All Ballots should be returned by mail, handdelivery or overnight courier to:
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By U.S. Mail:
[
]
By Courier:
[
b.
c.
8.
]
Deadline for Receiving Completed Ballots:
i.
All Ballots must be actually received by the Balloting Agent by
the Voting Deadline, which is ____________________. Ballots
received after the Voting Deadline will not be counted. The
Balloting Agent will NOT accept Ballots submitted by facsimile or
electronic transmission.
ii.
The Balloting Agent will date and time-stamp all Ballots when
received.
Public Access/Maintenance of Ballots:
i.
The Balloting Agent shall maintain a register of received Ballots
on a publicly accessible website and shall separately make Ballots
available to members of the public, upon request, for inspection
consistent with the requirements for treatment of judicial records
under 11 U.S.C. § 107, the use of outside facilities to perform
activities that would otherwise be performed by the clerk’s office
pursuant to 28 U.S.C. § 156(c), the Judicial Conference Guidelines
for implementing 28 U.S.C. § 156(c), and other applicable law.
ii.
The Balloting Agent will maintain the publicly accessible website
registry of Ballots and retain a copy of all Ballots until otherwise
ordered by the Bankruptcy Court. So long as the Balloting Agent
possesses Ballots it shall make them available to the public as
required by Section 7(c)(i) of these Voting Procedures.
Tabulation of Ballots — Determination of Amount of Claims Voted. With
respect to the tabulation of Ballots for all Claims solicited for any purpose, the
amount to be used to tabulate acceptance or rejection is as follows:
a.
GST Asbestos Claims.
i.
Class 3 Settled GST Asbestos Claims eligible to vote will be
valued for voting purposes at the allowed amount of the claim.
ii.
Class 4 Current GST Asbestos Claims eligible to vote and Class 5
Future GST Asbestos Claims will be valued for voting purposes
only and valued for voting purposes as follows:
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iii.
9.
(I)
Mesothelioma/Pleural: $10,000.
(II)
Mesothelioma/Peritoneal: $1.00.
(III)
Lung or Laryngeal Cancer: $1.00.
(IV)
Asbestosis: $1.00.
Desc
Class 6 Pre-Petition Judgment GST Asbestos Claims eligible to
vote will be valued for voting purposes at the amount of Garlock’s
share of the judgment as set forth in the verdict form evidencing
the judgment.
b.
General Unsecured Claims. Claims in Class 7 eligible to vote will be
temporarily allowed for voting purposes only and valued for voting
purposes at the amount set forth in the Holder’s proof of claim or set forth
in the Debtors’ schedules if no proof of claim has been filed and Debtors
did not schedule such claim as contingent, unliquidated, or disputed.
c.
Convenience Class Claims. Claims in Class 8 eligible to vote will be
temporarily allowed for voting purposes only and valued for voting
purposes at $1.00.
Tabulation of Ballots — Ballots Excluded:
a.
A Ballot may not be counted if any of the following, without limitation,
applies:
i.
The Holder submitting the Ballot is not eligible to vote.
ii.
The Ballot is not actually received by the Balloting Agent in the
manner set forth herein by the Voting Deadline.
iii.
The Ballot is returned to the Balloting Agent indicating acceptance
or rejection of the Plan but is not completed in accordance with the
Ballot’s instructions. The failure to complete a Ballot includes the
failure to provide documents or to provide certifications required
by the Ballot’s instructions.
iv.
The Ballot is received after the Voting Deadline, regardless of
when it is postmarked.
v.
The Ballot is illegible or contains insufficient information to
conclude that the Ballot was completed in accordance with the
Ballot’s instructions.
vi.
The Ballot lacks an original signature.
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The Ballot is transmitted to the Balloting Agent by facsimile or
other electronic means.
Objection to Temporary Allowance and Opportunity for Hearing. The
Debtors shall have the right, prior to the Confirmation Hearing, to object
to any Claims as not meeting the requirements for temporary allowance
for voting purposes set forth in Section 6(b), without prejudice to all other
rights available to the Debtors under the Bankruptcy Code and other
applicable law. The Debtors shall notice a hearing on any such objection
to temporary allowance for a date no later than forty-five (45) days prior
to the Confirmation Hearing.
Tabulation of Ballots — General Voting Procedures and Standard
Assumptions:
In addition to the foregoing, the following voting procedures and standard
assumptions will be used in tabulating Ballots:
a.
A Holder of a Claim may not split his, her, or its vote. Accordingly,
(a) each Holder of a Claim shall have a single vote within a particular
class, (b) the full amount of all such Holder’s Claims (calculated in
accordance with these procedures) within a particular class shall be
deemed to have been voted, and (c) any Ballot that partially rejects and
partially accepts the Plan shall not be counted.
b.
All GST Asbestos Claims based on a particular Injured Party’s injury shall
have a single vote within the appropriate class.
c.
If multiple Ballots are received on or prior to the Voting Deadline on
account of the same Claim, in the absence of contrary information
establishing which Holder held such Claim as of the Voting Record Date,
the last valid Ballot that is received by the Balloting Agent prior to the
Voting Deadline will be the Ballot that is counted. In the event multiple
conflicting Ballots are received on account of the same claim or interest on
the same day, such Ballots will be disregarded.
d.
There shall be a rebuttable presumption that any Holder of a Claim who
submits a properly completed Ballot on or before the Voting Deadline has
sufficient cause, within the meaning of Bankruptcy Rule 3018(a), to
change or withdraw such Holder’s acceptance or rejection of the Plan.
e.
A Ballot that is completed, but on which the Claimant did not note
whether to accept or reject the Plan, shall not be counted as a vote to
accept or reject the Plan.
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f.
Separate Claims filed against multiple Debtors on account of the same
underlying debt shall be deemed, collectively, to be one Claim for voting
purposes.
g.
Where a Holder of a Claim chooses to both accept and reject the Plan on
the same Ballot, such Ballot shall not be counted as a vote to accept or
reject the Plan.
Definitions:
a.
“Ballot” means, with respect to a Claim, the Ballot and Voting
Instructions for Debtors’ First Amended Plan of Reorganization, approved
by the Bankruptcy Court to cast a vote to accept or reject the Plan. Ballots
for the Classes of Claimants and Interest Holders being solicited are
attached to these Voting Procedures.
b.
“Balloting Agent” means with respect to all Holders of Claims entitled to
vote on the Plan, Rust Consulting/Omni Bankruptcy, authorized Balloting
Agent appointed by the Court.
c.
“Bankruptcy Court” means the United States Bankruptcy Court for the
Western District of North Carolina.
d.
“Confirmation Hearing” means the hearing on the confirmation of the
Plan, as such hearing may be adjourned from time to time.
e.
“Confirmation Hearing Notice” means a published notice of, inter alia,
the approval of the Disclosure Statement and the scheduling of the
Confirmation Hearing, in a form approved by the Bankruptcy Court in the
Confirmation Procedures Order.
f.
“Disclosure Statement” means the disclosure statement in connection
with the Plan, as approved by the Bankruptcy Court in the Disclosure
Statement Order.
g.
“Disclosure Statement Order” means the Order of the Bankruptcy Court
approving the adequacy of the Disclosure Statement.
h.
“Garrison Asbestos Claims Database” means the asbestos claims
database prepared by Debtor Garrison as of May 2011.
i.
“GST Product Contact” means exposure to asbestos from a Garlock
product.
j.
“Injured Party” means the party whose injury allegedly forms the basis
of a GST Asbestos Claim.
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k.
“Non-Asbestos Claim Bar Date Order” means the Order Establishing
Bar Dates for Filing Proofs of Claim for Non-Asbestos Claims (Docket
No. 1478) (Sept. 7, 2011).
l.
“Notification of Non-Solicitation and Non-Voting Status” means that
certain notice indicating that Holders of certain Claims and Equity
Interests are not entitled to vote to accept or reject the Plan and are not
being solicited for any purpose to accept or reject the Plan in a form
approved by the Bankruptcy Court in the Confirmation Procedures Order.
m.
“Plan Documents” means the Plan, the Disclosure Statement, and any
and all exhibits to the Plan or Disclosure Statement.
n.
“Objection Deadline” means the deadline established by the Bankruptcy
Court in the Confirmation Procedures Order or otherwise for the filing and
serving of objections to confirmation of the Plan.
o.
“Solicitation Distribution Date” means the date thirty (30) days after
entry of the Disclosure Statement Order.
p.
“Solicitation Package” means, and will consist of, all of the following:
i.
a CD-ROM containing:
1)
Disclosure Statement Order (without exhibits)
2)
Disclosure Statement
3)
Disclosure Statement Exhibits (with the Plan attached as an
exhibit)
4)
Voting Procedures
5)
Ballots and Master Ballots
ii.
a paper copy of the Confirmation Hearing Notice
iii.
pre-addressed return envelope
iv.
any other materials ordered by the Bankruptcy Court to be
included
q.
“Voting Deadline” means the date established by the Bankruptcy Court to
be the deadline for the Balloting Agent to receive Ballots on the Plan.
r.
“Voting Record Date” means the date the Bankruptcy Court enters the
Disclosure Statement Order.
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
BALLOT AND VOTING INSTRUCTIONS FOR DEBTORS’
FIRST AMENDED PLAN OF REORGANIZATION, DATED MAY 29, 2014
CLASS 3: SETTLED GST ASBESTOS CLAIMS
The Anchor Packing Company, debtors and debtors-in-possession in the above-captioned cases
(the “Debtors”),2 are soliciting votes from the Holders of certain Claims against the Debtors with
respect to the Debtors’ First Amended Plan of Reorganization, dated May 29, 2014 (the “Plan”).
On [_______________,______] 2014, the United States Bankruptcy Court for the
Western District of North Carolina (the “Bankruptcy Court”) signed an order that establishes
certain procedures (the “Voting Procedures”) for the solicitation and tabulation of votes on the
Plan. The Voting Procedures contain important information regarding the balloting process.
Please read the Voting Procedures prior to submitting your Ballot.
Information regarding treatment of Class 3 Settled GST Asbestos Claims under the Plan
is available in the Disclosure Statement and the Plan, which are included in this Solicitation
Package.
A Solicitation Package, including this Ballot, is being sent to Holders of Class 3 Settled
GST Asbestos Claims by service via first class mail on the attorney who, based on the Debtors’
records, represents such Holders or, if the Debtors have been unable to determine whether the
Holder is represented by an attorney, directly to the Holder directly via first class mail if the
Holder’s address is known to the Debtors.
Class 3 will accept the Plan if (1) the Bankruptcy Court concludes that Class 3 is unimpaired,
and thus is conclusively deemed to accept the Plan, or (2) the Bankruptcy Court concludes
that Class 3 is impaired and the Plan is accepted by the Holders of two-thirds in amount and
1
2
Terms not otherwise defined in this Ballot have the meaning assigned to them in the Plan.
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more than one-half in number of claims voting in the Class. If the Bankruptcy Court
concludes that Class 3 is impaired, and Class 3 rejects the Plan, the Bankruptcy Court may
nevertheless confirm the Plan if it concludes that the Plan is accepted by at least one Class of
impaired Claims and accords fair and equitable treatment to the Class or Classes rejecting it
and otherwise satisfies the requirements of 11 U.S.C. § 1129(b). To have your vote count, you
must complete and return this Ballot.
As outlined in the Voting Procedures, the Debtors propose that Class 3 Settled GST
Asbestos Claims will be temporarily allowed for voting purposes in the amount claimed in the
Holder’s proof of claim, unless such Claim is subject to an objection. In the event any Settled
GST Asbestos Claim is allowed for all purposes prior to confirmation, the vote of the Holder of
such allowed Settled GST Asbestos Claim shall be counted in the amount at which the Class 3
Claim is ultimately allowed. Any Settled GST Asbestos Claim that is (1) disallowed as not
being settled prior to the Voting Deadline or (2) is subject to an objection that has not been
resolved prior to the Voting Deadline will retain the opportunity to vote as a Class 4 Current
GST Asbestos Claim and submit a Class 4 Ballot.
This Ballot is to be used for voting by Holders of Class 3 Settled GST Asbestos Claims
only. In order for your Ballot to be counted, it must be properly completed, signed, and returned
by mail, hand delivery or overnight courier to the Debtors’ court-approved Balloting Agent, Rust
Consulting/Omni Bankruptcy:
By U.S. Mail:
[
]
By Courier:
[
]
A Ballot must be RECEIVED by the Balloting Agent no later than 4:00 p.m. (EDT) on
_________, 2015 (the “Voting Deadline”). Facsimiles and electronic submissions will NOT be
accepted.
If you have questions about your Ballot, or if you did not receive a copy of the Disclosure
Statement, Plan or Voting Procedures, you may contact the Balloting Agent at [
].
Please note that the Balloting Agent cannot give legal advice. You should consult your
attorney regarding all legal matters.
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VOTING INFORMATION AND INSTRUCTIONS
FOR COMPLETING THE CLASS 3 BALLOT
Please follow these instructions to complete your Class 3 Ballot:
1.
Read the Plan, the Disclosure Statement, Voting Procedures, and these
instructions.
You may need to consult your attorney. If you have questions regarding the Class 3
Ballot, or if you did not receive a copy of the Plan, Disclosure Statement, or Voting Procedures,
or if you need additional copies of the Class 3 Ballot or other enclosed materials, please contact
the Balloting Agent. The Balloting Agent cannot give legal advice. You should consult your
attorney regarding all legal matters. Please note that the Plan, Disclosure Statement, and
Voting Procedures are available at the website maintained by the Balloting Agent at
[___________].
2.
(Item 1) Identifying Information.
Please fill in the identification and address information requested. List the name of the
Holder of the Class 3 Claim and the Holder’s street address, city, state, Zip Code, and telephone
number.
If this Ballot is being voted by an authorized agent for the Holder of the Class 3 Claim,
any such authorized agent must provide his/her address and contact information, in addition to
the information requested above.
3.
(Item 2) Asserted Claim Amount for Voting Purposes Only.
Please indicate the Debtor against which the Holder asserts a Class 3 Settled GST
Asbestos Claims by marking an “X” in the box that corresponds to the Holder’s assertion.
Please indicate the asserted amount of the Class 3 Claim as stated in your timely filed proof of
claim. Pursuant to the Plan and Confirmation Procedures, Class 3 Settled GST Asbestos Claims
will be temporarily allowed for voting purposes only. The Debtors reserve the right to object
to any Class 3 Claim, and temporary allowance of any Class 3 Claim for voting purposes
does not in any way constitute an admission of liability by the Debtors, or an admission of
the value of any Class 3 Claim.
4.
(Item 3) Vote.
Please indicate whether the Holder of the Class 3 Claim votes to ACCEPT or to
REJECT the Plan by marking an “X” in the box that corresponds to the Holder’s choice. The
person voting this Ballot must sign a certification of authority to vote on behalf of the Holder of
the Class 3 Claim.
5.
Return the Ballot in the envelope provided. Do not fold the Ballot. The Ballot
must be received by the Balloting Agent by the date specified in the instructions or it will not be
counted. Facsimiles and electronic submissions will not be accepted.
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BALLOT FOR CLASS 3 SETTLED GST ASBESTOS CLAIMS
Please read the instructions accompanying this Ballot before completing.
Print clearly in ink or type.
YOU MUST COMPLETE EACH SECTION OF THIS BALLOT IN ORDER FOR IT TO
BE VALID OR COUNTED AS HAVING BEEN CAST.
Item 1.
Identifying Information.
Holder of Settled GST Asbestos
Claim:
_____________________________________
Street Address:
_____________________________________
City, State & Zip Code:
_____________________________________
Telephone Number:
_____________________________________
If by Authorized Agent, Name and
Title:
_____________________________________
If by Authorized Agent, Name of
Institution:
_____________________________________
Authorized Agent’s Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Date Completed:
_____________________________________
Item 2.
Asserted Claim Amount FOR VOTING PURPOSES ONLY.
Please indicate the asserted amount of the Settled GST Asbestos Claim, as stated in your
timely filed proof of claim. Pursuant to the Plan and Confirmation Procedures, Settled GST
Asbestos Claims will be temporarily allowed for voting purposes only. The Debtors reserve the
right to object to any Class 3 Claim, and temporary allowance of any Class 3 Claim for
voting purposes does not in any way constitute an admission of liability by the Debtors, or
an admission of the value of any Class 3 Claim.
Asserted Claim Amount (as stated in proof of claim): $_______________________.
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Vote.
Holder of the Class 3 Settled GST Asbestos Claim, in the amount set forth in Item 2, hereby
votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Signature of Holder of Class 3
Settled GST Asbestos Claim:
_____________________________________
Date:
_____________________________________
If this Claim is being voted by an authorized agent of the Holder of the Class 3 Settled GST Asbestos
Claim:
CERTIFICATION OF AUTHORIZED AGENT VOTING AUTHORITY:
By signing below, I hereby certify under penalty of perjury (i) that I have the full power and
authority to vote to accept or reject this plan on behalf of the Holder of the Class 3 Claim identified in
Items 1 and 2 above, and (ii) that the Holder of the Class 3 Claim has instructed me to cast the vote on
the Plan indicated in this Item 3.
Title:
_____________________________________
Signature of Authorized Agent:
_____________________________________
Date:
_____________________________________
IF YOU HAVE ANY QUESTIONS REGARDING YOUR BALLOT, OR IF YOU
DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT, PLAN, OR
VOTING PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE
BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT THE
BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 4: CURRENT GST ASBESTOS CLAIMS
Information regarding treatment of Class 4 Current GST Asbestos Claims under the Plan
Package.
As outlined in the Voting Procedures, proofs of claim have not yet been required for
Current GST Asbestos Claims in Class 4. Accordingly, this Ballot is being solicited by the
Debtors to serve as such Holder’s proof of claim to permit temporary allowance of Claims
for voting purposes only. Under the Plan, allowance of Class 4 Claims for all other
purposes will occur after confirmation of the Plan, under the terms of the Plan. Debtors
dispute all Class 4 Claims and this Ballot and the Voting Procedures do not constitute any
admission of liability by the Debtors.
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2
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A Solicitation Package, including this Ballot, is being sent to Holders of Class 4 Current
GST Asbestos Claims by service via first class mail on the attorney who, based on the Debtors’
records, represents such Holder at the attorney’s known address or, if the Debtors have been
unable to determine whether the Holder is represented by an attorney, directly to the Holder via
first class mail if the Holder’s address is known to the Debtors. Publication notice is being made
to all unknown Holders of Class 4 Current GST Asbestos Claims pursuant to the procedures
outlined in the Voting Procedures.
This Ballot is to be used for voting by Holders of Class 4 Current GST Asbestos Claims
By U.S. Mail:
[
]
By Courier:
[
]
accepted.
].
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1.
instructions.
[___________].
2.
Injured Party and the last 4 digits of the Injured Party’s Social Security Number. If the Injured
Party is the Holder of the Class 4 Claim, please list the Injured Party’s street address, city, state,
Zip Code, and telephone number.
If the Injured Party is deceased, please list in addition to the Injured Party’s name and last
4 digits of the Injured Party’s Social Security number, the Claimant’s name and the Claimant’s
street address, city, state, Zip Code, and telephone number.
If this Ballot is being voted by an authorized agent for the Injured Party or Claimant, as
applicable, any such authorized agent must provide his/her address and contact information, in
addition to the information requested above.
3.
(Item 2) Designation of Disease Category and Amount of Class 4 Current
GST Asbestos Claim for Voting Purposes Only.
Please indicate the disease category that is the basis for the Class 4 Claim by marking an
“X” in the box that corresponds to the Injured Party’s diagnosis. Pursuant to the Plan and
Confirmation Procedures, Current GST Asbestos Claims will be temporarily allowed for voting
purposes only. The Debtors reserve the right to object to any Class 4 Claim, and temporary
allowance of any Class 4 Claim for voting purposes does not in any way constitute an
admission of liability by the Debtors, or an admission of the value of any Class 4 Claim.
4.
(Item 3) Vote.
REJECT the Plan by marking an “X” in the box that corresponds to the Holder’s choice.
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If this Ballot is being voted by an authorized agent of the Holder of the Class 4 GST
Asbestos Claim, such authorized agent must sign and date the Certification of Authorized Agent
Voting Authority, which certification is made under penalty of perjury.
5.
(Item 4) Certifications.
Item 4 requires the Injured Party, the Claimant, or an authorized agent, as applicable, to
certify under penalty of perjury to the following:
a.
Medical Diagnosis.
In order for the Ballot to be tabulated, the Holder must certify that the Injured Party was
diagnosed with the asbestos-related disease identified in Item 2. PLEASE DO NOT SUBMIT
MEDICAL RECORDS WITH THIS BALLOT. MEDICAL RECORDS CANNOT BE
RETURNED BY THE BALLOTING AGENT. FURTHER, THE BALLOTING AGENT
WILL MAKE THIS BALLOT AND ANY SUPPORTING DOCUMENTS AVAILABLE
TO ALL PARTIES IN INTEREST IN THE BANKRUPTCY CASE, AS WELL AS TO
THE PUBLIC AT LARGE.
b.
GST Product Contact.
In order for the Ballot to be tabulated, the Holder must certify that the Injured Party had
exposure to asbestos from a Garlock product that such Holder contends contributed to causing
the Injured Party’s asbestos-related disease. In addition, the Holder must submit one of the
following documents demonstrating such exposure:
(i)
an affidavit or other sworn statement on personal knowledge of the Injured Party;
(ii)
an affidavit or other sworn statement on personal knowledge of the Injured
Party’s co-worker or other competent witness; or
(iii)
deposition or trial testimony by the Injured Party or other competent witness with
personal knowledge of the Injured Party’s exposure to asbestos from a Garlock
product.
Documents submitted to demonstrate the Injured Party’s exposure to asbestos from a
Garlock product must provide, at a minimum:
(i)
identification (by name, address or other description) of the residence(s), plant(s),
or commercial building site(s), and the city and state where exposure to asbestos
from a Garlock asbestos-containing product allegedly occurred;
(ii)
identification of the Garlock asbestos-containing product with which the Injured
Party had contact; and
(iii)
the manner in which the Injured Party experienced exposure to asbestos from the
Garlock asbestos-containing product.
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Testimony or sworn statements that Garlock asbestos-containing products were used at the plant,
facility, or other worksite is not sufficient to identify exposure to asbestos from a Garlock
asbestos-containing product unless the Injured Party or other witness affirms the Injured Party’s
exposure to asbestos from a Garlock asbestos-containing product.
c.
Causation.
Finally, the Holder must certify that the Injured Party’s exposure to asbestos from a
Garlock asbestos-containing product contributed to causing his or her asbestos-related condition.
6.
(Item 5) Evidence of GST Product Contact.
Please indicate which categories of documents have been submitted by marking an “X”
in each box that corresponds to the documents submitted.
7.
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BALLOT FOR CLASS 4 CURRENT GST ASBESTOS CLAIMS
Item 1.
Name of Injured Party:
_____________________________________
Last 4 Digits of Social Security No.:
_____________________________________
Injured Party’s Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name of Claimant (if different from
Injured Party):
_____________________________________
Claimant’s Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name of Claimant:
_____________________________________
Title:
_____________________________________
Institution:
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Date Completed:
_____________________________________
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Item 2.
Desc
Designation of Disease Category and Amount of Current GST Asbestos
Claim FOR VOTING PURPOSES ONLY.
Pursuant to the Plan and Confirmation Procedures, Current GST Asbestos Claims will be
temporarily allowed for voting purposes only. Solely for purposes of voting to accept or to reject
the Plan, please designate only one of the following disease categories as the basis for your Class
4 Claim. The Debtors dispute all Class 4 Claims, and temporary allowance of any Class 4
Claim for voting purposes does not in any way constitute an admission of liability by the
Debtors, or an admission of the value of any Class 4 Claim.
Mesothelioma/Pleural. Requires: (1) diagnosis of diffuse pleural
mesothelioma and (2) exposure to asbestos from a Garlock product.
Claim amount for voting purposes only: $10,000.
Mesothelioma/Peritoneal. Requires: (1) diagnosis of diffuse peritoneal
mesothelioma and (2) exposure to asbestos from a Garlock product.
Claim amount for voting purposes only: $1.
Lung or Laryngeal Cancer. Requires: (1) diagnosis of asbestos-related
lung or laryngeal cancer and (2) exposure to asbestos from a Garlock
product.
Asbestosis. Requires: (1) diagnosis of asbestosis and asbestos-related
pulmonary impairment and (2) exposure to asbestos from a Garlock
product.
Please note that your Current GST Asbestos Claim has been temporarily allowed solely for the
purposes of soliciting your vote to accept or to reject the Plan in an amount corresponding to
the disease category you designate above. The temporary allowance of your Current GST
Asbestos Claim is solely for voting purposes and does not constitute an allowance of such
Claim for purposes of distribution under the Plan. Debtors dispute all Class 4 Current GST
Asbestos Claims.
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Item 3.
Desc
Vote.
Holder of the Class 4 Current GST Asbestos Claim, in the amount set forth in Item 2, hereby
votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Current GST Asbestos Claim:
_____________________________________
Date:
_____________________________________
If this Claim is being voted by an authorized agent of the Holder of the Class 4 Current GST Asbestos
Claim:
Item 2 above, and (ii) that the Holder of the Class 4 Claim has instructed me to cast the vote on the
Plan indicated in this Item 3.
Signature of authorized agent:
_____________________________________
Date:
_____________________________________
Item 4.
Certifications.
IF THIS BALLOT IS SUBMITTED BY THE INJURED PARTY, AS CLAIMANT:
By signing below, I hereby certify under penalty of perjury that:
(i)
I have been diagnosed with the asbestos-related disease indicated in Item 2 above.
(ii)
I have experienced exposure to asbestos from a Garlock product, and have
enclosed documents sufficient to demonstrate such exposure.
(iii)
I contend exposure to asbestos from a Garlock product contributed to causing my
asbestos-related disease indicated in Item 2 above.
Signature of Injured Party:
_____________________________________
Date:
_____________________________________
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IF THIS BALLOT IS SUBMITTED BY A CLAIMANT WHO IS NOT THE INJURED
PARTY:
(i)
The Injured Party was diagnosed with the asbestos-related disease indicated in
Item 2 above.
(ii)
The Injured Party was exposed to asbestos from a Garlock product, and I have
enclosed documents sufficient to demonstrate that the Injured Party experienced
such exposure.
(iii)
I contend exposure to asbestos from a Garlock product contributed to causing the
Injured Party’s asbestos-related disease indicated in Item 2 above.
Signature of Claimant:
_____________________________________
Date:
_____________________________________
IF THIS BALLOT IS SUBMITTED BY THE CLAIMANT’S AUTHORIZED AGENT:
(i)
The Injured Party was diagnosed with the asbestos-related disease indicated in
Item 2 above.
(ii)
The Injured Party was exposed to asbestos from a Garlock product, and I have
enclosed documents sufficient to demonstrate that the Injured Party experienced
such exposure.
(iii)
The claimant contends exposure to asbestos from a Garlock product contributed
to causing the Injured Party’s asbestos-related disease indicated in Item 2 above.
_____________________________________
Date:
_____________________________________
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Item 5.
Desc
Evidence of GST Product Contact.
Documents in the following categories, and which are sufficient to demonstrate the
Injured Party’s GST Product Contact, are enclosed with this Ballot (check all that apply):
An affidavit or other sworn statement on personal knowledge of the
Injured Party.
An affidavit or other sworn statement on personal knowledge of the
Injured Party’s co-worker or other competent witness.
Deposition or trial testimony by the Injured Party or other competent
witness.
BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
FUTURE CLAIMANTS’ REPRESENTATIVE’S BALLOT FOR DEBTORS’ FIRST
AMENDED PLAN OF REORGANIZATION, DATED MAY 29, 2014
CLASS 5: FUTURE GST ASBESTOS CLAIMS
Information regarding treatment of Class 5 Future GST Asbestos Claims under the Plan
Package.
This Ballot is being solicited by the Debtors to serve as the Future Claimants’
Representative’s proof of claim for his constituency of future claimants in order to permit
temporary allowance of Class 5 Claims for voting purposes only. Under the Plan,
allowance of Class 5 Claims for all other purposes will occur after confirmation of the Plan,
under the terms of the Plan. Debtors dispute all Class 5 Claims and this Ballot and the
Voting Procedures do not constitute any admission of liability by the Debtors.
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2
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A Solicitation Package, including this Ballot, is being sent to the Future Claimants’
Representative by service via first class mail on both the Future Claimants’ Representative and
his attorneys.
Class 5 will accept the Plan (1) if the Bankruptcy Court concludes that Class 5 is unimpaired,
that Class 5 is impaired and the Future Claimants’ Representative, on behalf of Class 5
Claims, votes to accept the Plan. If the Bankruptcy Court concludes that Class 5 is impaired,
and the Future Claimants’ Representative, on behalf of Class 5 Claims, rejects the Plan, the
Bankruptcy Court may nevertheless confirm the Plan if it concludes that the Plan is accepted
by at least one Class of impaired Claims and accords fair and equitable treatment to the Class
or Classes rejecting it and otherwise satisfies the requirements of 11 U.S.C. § 1129(b). To
have your vote count, you must complete and return this Ballot.
This Ballot is to be used for voting by the Future Claimants’ Representative, on behalf of
Holders of Class 5 Future GST Asbestos Claims, only. In order for this Ballot to be counted, it
must be properly completed, signed, and returned by mail, hand delivery or overnight courier to
the Debtors’ court-approved Balloting Agent, Rust Consulting/Omni Bankruptcy:
By U.S. Mail:
[
]
By Courier:
[
]
accepted.
].
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BALLOT FOR CLASS 5 FUTURE GST ASBESTOS CLAIMS
The Future Claimants’ Representative, on behalf of Holders of Class 5 Future GST Asbestos
Claims, hereby votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Signature of the Future Claimants’
Representative, on behalf of Holders
of Class 5 Future GST Asbestos
Claims:
_____________________________________
Print or Type Name of the Future
Claimants’ Representative:
_____________________________________
Street Address:
_____________________________________
_____________________________________
Date:
_____________________________________
Return the Ballot in the envelope provided. Do not fold the Ballot. The Ballot must be
received by the Balloting Agent by the date specified in the instructions or it will not be counted.
Facsimiles and electronic submissions will not be accepted.
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 6: PRE-PETITION JUDGMENT ASBESTOS CLAIMS
Information regarding treatment of Class 6 Pre-Petition Judgment GST Asbestos Claims
under the Plan is available in the Disclosure Statement and the Plan, which are included in this
Solicitation Package.
As outlined in the Voting Procedures, proofs of claim have not yet been required for
Pre-Petition Judgment GST Asbestos Claims in Class 6. Accordingly, this Ballot is being
solicited by the Debtors to serve as such Holder’s proof of claim to permit temporary
allowance of Claims for voting purposes only. Under the Plan, allowance of Class 6 Claims
for all other purposes will occur after confirmation of the Plan, under the terms of the
Plan. Debtors dispute all Class 6 Claims and this Ballot and the Voting Procedures do not
constitute any admission of liability by the Debtors.
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2
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A Solicitation Package, including this Ballot, is being sent to Holders of Class 6 PrePetition Judgment GST Asbestos Claims by service via first class mail on the attorney who,
based on the Debtors’ records, represents such Holder at the attorney’s known address or, if the
Debtors have been unable to determine whether the Holder is represented by an attorney, directly
to the Holder via first class mail if the Holder’s address is known to the Debtors.
This Ballot is to be used for voting by Holders of Class 6 Pre-Petition GST Asbestos
Claims only. In order for your Ballot to be counted, it must be properly completed, signed, and
returned by mail, hand delivery or overnight courier to the Debtors’ court-approved Balloting
Agent, Rust Consulting/Omni Bankruptcy:
By U.S. Mail:
[
]
By Courier:
[
]
accepted.
].
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1.
instructions.
[___________].
2.
Injured Party and the last 4 digits of the Injured Party’s Social Security Number. If the Injured
Party is the Holder of the Class 6 Claim, please list the Injured Party’s street address, city, state,
Zip Code, and telephone number.
3.
(Item 2) Designation of Amount of Class 6 Pre-Petition Judgment Current
GST Asbestos Claim for Voting Purposes Only.
Please indicate the amount of the Pre-Petition Judgment GST Asbestos Claim. Pursuant
to the Plan and Confirmation Procedures, Pre-Petition GST Asbestos Claims will be temporarily
allowed for voting purposes only in the amount of the judgment. The Debtors reserve the right
to object to any Class 6 Claim, and temporary allowance of any Class 6 Claim for voting
purposes does not in any way constitute an admission of liability by the Debtors, or an
admission of the value of any Class 6 Claim.
4.
(Item 3) Vote.
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If this Ballot is being voted by an authorized agent of the Holder of the Class 6 GST
Asbestos Claim, such authorized agent must sign and date the Certification of Authorized Agent
Voting Authority, which certification is made under penalty of perjury.
5.
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BALLOT FOR CLASS 6 PRE-PETITION JUDGMENT GST ASBESTOS CLAIMS
Item 1.
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name of Claimant (if different from
Injured Party):
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name of Claimant:
_____________________________________
Title:
_____________________________________
Institution:
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Date Completed:
_____________________________________
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Item 2.
Desc
Designation of Amount of Class 6 Pre-Petition Judgment GST Asbestos
Claim FOR VOTING PURPOSES ONLY.
Please indicate the amount of the Pre-Petition Judgment GST Asbestos Claim. Pursuant to the
Plan and Confirmation Procedures, Class 6 Claims will be temporarily allowed for voting
purposes only in the amount of the judgment.
Asserted Pre-Petition Judgment GST Asbestos Claim Amount:
$_______________________.
Please note that your Pre-Petition Judgment GST Asbestos Claim has been temporarily
allowed solely for the purposes of soliciting your vote to accept or to reject the Plan. The
temporary allowance of your Pre-Petition Judgment GST Asbestos Claim is solely for voting
purposes and does not constitute an allowance of such Claim for purposes of distribution
under the Plan. Debtors dispute all Class 6 Pre-Petition Judgment GST Asbestos Claims.
Item 3.
Vote.
Holder of the Class 6 Pre-Petition Judgment GST Asbestos Claim, in the amount set forth in
Item 2, hereby votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Signature of Holder of Class 6 PrePetition Judgment GST Asbestos
Claim:
_____________________________________
Date:
_____________________________________
If this Claim is being voted by an authorized agent of the Holder of the Class 6 Pre-Petition Judgment
GST Asbestos Claim:
Item 2 above, and (ii) that the Holder of the Class 6 Claim has instructed me to cast the vote on the
Plan indicated in this Item 3.
_____________________________________
Date:
_____________________________________
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BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 7: GENERALUNSECURED CLAIMS
Information regarding treatment of Class 7 General Unsecured Claims under the Plan is
available in the Disclosure Statement and the Plan, which are included in this Solicitation
Package.
A Solicitation Package, including this Ballot, is being sent to Holders of Class 7 General
Unsecured Claims by service via first class mail.
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2
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This Ballot is to be used for voting by Holders of Class 7 General Unsecured Claims
By U.S. Mail:
[
]
By Courier:
[
]
accepted.
].
1.
instructions.
[___________].
2.
Holder of the Class 7 Claim and the Holder’s street address, city, state, Zip Code, and telephone
number.
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If this Ballot is being voted by an authorized agent for the Holder of the Class 7 Claim,
any such authorized agent must provide his/her address and contact information, in addition to
the information requested above.
3.
(Item 2) Designation of Claim and Asserted Claim Amount for Voting
Purposes Only.
Please indicate the Debtor against which the Holder asserts a Class 7 General Unsecured
Claim by marking an “X” in the box that corresponds to the Holder’s assertion. Please also
indicate the asserted amount of the General Unsecured Claim. Pursuant to the Plan and
Confirmation Procedures, General Unsecured Claims will be temporarily allowed for voting
purposes only. The Debtors reserve the right to object to any Class 7 Claim, and temporary
allowance of any Class 7 Claim for voting purposes does not in any way constitute an
admission of liability by the Debtors, or an admission of the value of any Class 7 Claim.
4.
(Item 3) Vote.
The person voting this Ballot must sign a certification of authority to vote on behalf of
the Holder of the Class 7 Claim.
5.
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BALLOT FOR CLASS 7 GENERAL UNSECURED CLAIMS
Item 1.
Holder of General Unsecured Claim :
_____________________________________
Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Title:
_____________________________________
Institution:
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Date Completed:
_____________________________________
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Item 2.
Desc
Designation of Claim and Asserted Claim Amount FOR VOTING
PURPOSES ONLY.
Please indicate by marking the appropriate box below the Debtors(s) against which you
assert your Class 7 General Unsecured Claim.
Garlock Sealing Technologies LLC
Garrison Litigation Management Group, Ltd.
Please indicate the asserted amount of the General Unsecured Claim. Pursuant to the
Plan and Confirmation Procedures, General Unsecured Claims will be temporarily allowed for
voting purposes only. The Debtors reserve the right to object to any Class 7 Claim, and
temporary allowance of any Class 7 Claim for voting purposes does not in any way
constitute an admission of liability by the Debtors, or an admission of the value of any
Class 7 Claim.
Asserted Claim Amount (as stated in proof of claim): $_______________________.
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Item 3.
Desc
Vote.
Holder of the Class 7 General Unsecured Claim, in the amount set forth in Item 2, hereby votes
to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Name of Holder of General
Unsecured Claim:
_____________________________________
Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name and Title of Authorized
Agent:
_____________________________________
_____________________________________
Date:
_____________________________________
BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 8: CONVENIENCE CLASS CLAIMS
Individual Ballot
As outlined in the Plan and Disclosure Statement, the Debtors are offering a Convenience
Class Claim election option to all Holders of unsecured Claims against Debtors Garlock and
Garrison. Claimants may elect Convenience Class treatment in this Ballot, which will serve as
their proof of claim in the event the Holder of the Class 8 Claim has not already submitted a
proof of claim.
Claimants that elect Convenience Class treatment in this Ballot will be entitled to receive
$100 for their claim on the Distribution Date.
Information regarding treatment of Class 8 Convenience Class Claims under the Plan is
Package.
1
2
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As outlined in the Voting Procedures, proofs of claim have not been required for all
Class 8 Convenience Class Claims. Accordingly, in the event a Holder of a Class 8 Claim
has not previously filed a proof of claim, this Ballot is being solicited by the Debtors to
serve as such Holder’s proof of claim to permit temporary allowance of Claims for voting
purposes only. Under the Plan, allowance of Class 8 Claims for all other purposes will
occur after confirmation of the Plan, under the terms of the Plan.
The Debtors will not object to allowance for all purposes (including distribution) of
the Claims of GST Asbestos Claimants who elect Convenience Class treatment in this
Ballot and whose Claim is listed as “pending” in the 2011 version of the Garrison asbestos
claims database (upon verification that the claimant falls within that category). The
Debtors will make a list of all such “pending” GST Asbestos Claims available at:
_______________________.
The Debtors reserve the right to object to all other Class 8 Claims and this Ballot
and the Voting Procedures do not constitute any admission of liability by the Debtors.
A Solicitation Package, including this Ballot, is being sent to Holders of all Claims
eligible to elect Convenience Class treatment by service via first class mail on (i) for Holders of
GST Asbestos Claims, the attorney who, based on the Debtors’ records, represents such Holder
at the attorney’s known address or, if the Debtors have been unable to determine whether the
Holder is represented by an attorney, directly to the Holder via first class mail if the Holder’s
address is known to the Debtors; or (ii) for Holders of General Unsecured Claims, by service
directly to the Holder of the General Unsecured Claim via first class mail. Publication notice is
being made to all unknown Holders of GST Asbestos Claims pursuant to the procedures outlined
in the Voting Procedures.
This Ballot is to be used for voting by Holders of Class 8 Convenience Claims only. In
order for your Ballot to be counted, it must be properly completed, signed, and returned by mail,
hand delivery or overnight courier to the Debtors’ court-approved Balloting Agent, Rust
By U.S. Mail:
[
]
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By Courier:
[
]
accepted.
].
Please follow these instructions to complete your Class 8 Ballot (Individual):
1.
instructions.
[___________].
2.
Please fill in the identification and address information requested.
If the Class 8 Claim to be voted in this Ballot is based on a GST Asbestos Claim, list the
name of the Injured Party and the last 4 digits of the Injured Party’s Social Security Number. If
the Injured Party is the Holder of the GST Asbestos Claim, please list the Injured Party’s street
address, city, state, Zip Code, and telephone number.
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If the Class 8 Claim to be voted in this Ballot is based on an unsecured claim that is not a
GST Asbestos Claim, list the name of the Holder of the General Unsecured Claim and the
Holder’s street address, city, state, Zip Code, and telephone number. If this Ballot is being voted
by an authorized agent for the Holder of the General Unsecured Claim, any such authorized
agent must provide his/her address and contact information, in addition to the information
requested above.
3.
(Item 2) Certification of Election of Convenience Class Treatment
Please indicate the basis for your election for Convenience Class treatment by marking an
“X” in the box that corresponds to your Claim, and sign the Certification of Election of
Convenience Class Treatment, which certification is made under penalty of perjury. The
required supporting documentation requested in this Certification of Election of Convenience
Class Treatment must be attached to the Ballot at Item 4.
4.
(Item 3) Vote.
If this Ballot is being voted by an authorized agent of the Holder of the Class 8 Claim,
such authorized agent must also sign and date the “Certification of Authorized Agent Voting
Authority,” which certification is made under penalty of perjury.
5.
(Item 4) Required Supporting Documentation.
Attach the documentation required by the “Certification of Election of Convenience
Class Treatment” in Item 2 above.
6.
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BALLOT FOR CLASS 8 CONVENIENCE CLASS CLAIMS
Item 1.
a.
GST Asbestos Claims. If the Class 8 Claim to be voted in this Ballot is a GST
Asbestos Claim, please complete the following:
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name of Claimant (if different from Injured
Party):
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Name of Claimant:
_____________________________________
If by Authorized Agent, Name and Title:
_____________________________________
If by Authorized Agent, Name of Institution:
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Date Completed:
_____________________________________
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b.
Other Unsecured Claims. If the Class 8 Claim to be voted in this Ballot is not a
GST Asbestos Claim, please complete the following:
Holder of General Unsecured Claim :
_____________________________________
Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
If by Authorized Agent, Name and Title:
_____________________________________
If by Authorized Agent, Name of Institution:
_____________________________________
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Date Completed:
_____________________________________
Item 2.
Certification of Election of Convenience Class Treatment.
By signing below, I hereby certify under penalty of perjury that I have elected Convenience
Class treatment for my Claim and that I meet the criteria marked below:
My/The claimant’s name appears on the list of Claims designated as “pending” in
the 2011 version of the Garrison asbestos claims database.
I/The claimant (a) filed a complaint based on asbestos-related personal injury
after June 5, 2010, (b) would have named Garlock or Garrison but for the
automatic stay, and (c) experienced exposure to asbestos from a Garlock product.
I have attached a copy of the complaint and a document satisfying the
requirements for demonstrating exposure to asbestos from a Garlock
asbestos-containing product. Claimants may satisfy the requirement to submit
documents demonstrating such exposure by including at Item 4 below any one of
the following: (i) an affidavit or other sworn statement on personal knowledge of
the Injured Party; (ii) an affidavit or other sworn statement on personal knowledge
of the Injured Party’s co-worker or other competent witness; or (iii) deposition or
trial testimony by the Injured Party or other competent witness with personal
knowledge of the Injured Party’s exposure to asbestos from a Garlock product.
The document submitted to demonstrate the Injured Party’s exposure to asbestos
from a Garlock product must provide, at a minimum: (i) identification (by name,
address or other description) of the residence(s), plant(s), or commercial building
6
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site(s), and the city and state where exposure to asbestos from a Garlock asbestoscontaining product allegedly occurred; (ii) identification of the Garlock asbestoscontaining product with which the Injured Party had contact; and (iii) the manner
in which the Injured Party experienced exposure to asbestos from the Garlock
asbestos-containing product.
I/The claimant (a) settled an asbestos personal injury claim against Garlock or
Garrison before June 5, 2010, and (b) the claim has not been paid. I have
attached a copy of the agreement evidencing the settlement.
I/The claimant (a) hold an unsecured claim not based on asbestos personal injury,
and (b) the claim has not been paid.
Convenience Class Claim:
_____________________________________
Date:
_____________________________________
If this Claim is being voted by an authorized agent of the Holder of the Class 8 Convenience Class
Claim:
CERTIFICATION OF AUTHORIZED AGENT:
By signing below, I hereby certify under penalty of perjury that the Holder of the Class 8 Claim
identified in Items 1 and 2 above has instructed me to elect Convenience Class treatment of such
Holder’s Claim.
_____________________________________
Date:
_____________________________________
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Item 3.
Desc
Vote.
Holder of the Class 8 Convenience Class Claim hereby votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Convenience Class Claim:
_____________________________________
Date:
_____________________________________
If this Claim is being voted by an authorized agent of the Holder of the Class 8 Convenience Class
Claim:
_____________________________________
Date:
_____________________________________
Item 4.
Required Supporting Documentation.
Attach the documentation required by the “Certification of Election of Convenience
Class Treatment” in Item 2 above.
BALLOTING AGENT, [
], TOLL-FREE AT [
].
8
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 8: CONVENIENCE CLASS CLAIMS
Master Ballot
This Master Ballot is to be used only for voting by counsel for individual Holders of Class 8
Convenience Claims whose names appear on the list of GST Asbestos Claims designated as
“pending” in the 2011 version of the Garrison asbestos claims database, and who wish to vote
by Master Ballot for administrative convenience.
Please read the Voting Procedures prior to submitting your Master Ballot.
As outlined in the Plan and Disclosure Statement, the Debtors are offering a Convenience
Class Claim election option to all Holders of unsecured Claims against Debtors Garlock and
Garrison. Claimants may elect Convenience Class treatment in this Master Ballot, which will
1
2
Terms not otherwise defined in this Master Ballot have the meaning assigned to them in
the Plan.
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serve as their proof of claim in the event the Holder of the Class 8 Claim has not already
submitted a proof of claim.
Claimants that elect Convenience Class treatment in this Master Ballot will be entitled to
receive $100 for their claim on the Distribution Date.
Information regarding treatment of Class 8 Convenience Class Claims under the Plan is
Package.
As outlined in the Voting Procedures, proofs of claim have not been required for all
Class 8 Convenience Class Claims. Accordingly, in the event a Holder of a Class 8 Claim
has not previously filed a proof of claim, this Master Ballot is being solicited by the Debtors
to serve as such Holder’s proof of claim to permit temporary allowance of Claims for
voting purposes only. Under the Plan, allowance of Class 8 Claims for all other purposes
will occur after confirmation of the Plan, under the terms of the Plan.
The Debtors will not object to allowance for all purposes (including distribution) of
the Claims of GST Asbestos Claimants who elect Convenience Class treatment in this
Master Ballot and whose Claim is listed as “pending” in the 2011 version of the Garrison
asbestos claims database (upon verification that the claimant falls within that category).
The Debtors will make a list of all such “pending” GST Asbestos Claims available at:
_______________________. Other kinds of Class 8 Convenience Class Claims must vote
using the Class 8 Individual Ballot.
The Debtors reserve the right to object to all other Class 8 Claims and this Master
Ballot and the Voting Procedures do not constitute any admission of liability by the
Debtors.
A Solicitation Package, including this Master Ballot, is being sent to Holders of all
Claims eligible to elect Convenience Class treatment by service via first class mail on (i) for
Holders of GST Asbestos Claims, the attorney who, based on the Debtors’ records, represents
such Holder at the attorney’s known address or, if the Debtors have been unable to determine
whether the Holder is represented by an attorney, directly to the Holder via first class mail if the
Holder’s address is known to the Debtors; or (ii) for Holders of unsecured Claims that are not
GST Asbestos Claims, by service directly to the Holder of the General Unsecured Claim via first
class mail. Publication notice is being made to all unknown Holders of GST Asbestos Claims
pursuant to the procedures outlined in the Voting Procedures.
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This Master Ballot is to be used only by counsel voting Claims of Holders of Class 8
Convenience Claims whose names appear on the list of GST Asbestos Claims designated as
“pending” in the 2011 version of the Garrison asbestos claims database. In order for your
Master Ballot to be counted, it must be properly completed, signed, and returned by mail, hand
delivery or overnight courier to the Debtors’ court-approved Balloting Agent, Rust
By U.S. Mail:
[
]
By Courier:
[
]
A Master Ballot must be RECEIVED by the Balloting Agent no later than 4:00 p.m. (EDT) on
accepted.
].
FOR COMPLETING THE CLASS 8 MASTER BALLOT
Please follow these instructions to complete your Class 8 Master Ballot:
1.
instructions.
Master Ballot, or if you did not receive a copy of the Plan, Disclosure Statement, or Voting
Procedures, or if you need additional copies of the Class 8 Master Ballot or other enclosed
materials, please contact the Balloting Agent. The Balloting Agent cannot give legal advice.
You should consult your attorney regarding all legal matters. Please note that the Plan,
Disclosure Statement, and Voting Procedures are available at the website maintained by the
Balloting Agent at [___________].
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Desc
(Item 1) Tabulation of Votes With Respect to the Plan.
Please indicate whether the Holders of the Class 8 Claims represented by the Attorney
vote (in whole or in part) to ACCEPT or to REJECT the Plan by marking an “X” in the box
that corresponds to the Holder’s choice.
3.
(Item 2) Summary of Votes by Disease Category.
Please summarize the votes of the Holders of the Class 8 Claims represented by the
Attorney voting those Claims according to disease category on the table provided.
4.
Attorney.
(Item 3) Required Exhibit: List of Holders of Class 8 Claims Represented by
The Attorney voting the Class 8 Claims must include as an Exhibit to the Master Ballot
an electronic list, which list should be in ExcelTM or a comparable application, submitted on a
CD-ROM, that indicates, for each Claim being voted, (a) the last four digits of the Claimant’s
social security number, (b) the last name of the Claimant, (c) the first name of the Claimant, (d)
the address of the Claimant, and (e) whether the Claimant votes to accept or to reject the Plan.
The Attorney voting the Class 8 Claims may use the following template for purposes of creating
the required Exhibit:
Social Security No.
Last Name
First Name
Address
Accept or Reject
1234
Smith
John
123 Any Street, Town,
State 12345
Accept
5.
(Item 4) Required Certifications.
Please read and make sure you understand the required certifications, which are made
under penalty of perjury. Then provide the required information and sign the certifications.
6.
Return the Master Ballot in the envelope provided. Do not fold the Master
Ballot. The Master Ballot must be received by the Balloting Agent by the date specified in the
instructions or it will not be counted. Facsimiles and electronic submissions will not be
accepted.
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MASTER BALLOT FOR CLASS 8 CONVENIENCE CLASS CLAIMS
Please read the instructions accompanying this Master Ballot before completing.
YOU MUST COMPLETE EACH SECTION OF THIS MASTER BALLOT IN ORDER
FOR IT TO BE VALID OR COUNTED AS HAVING BEEN CAST.
Item 1.
Tabulation of Votes with Respect to the Plan.
ALL of the individuals listed on the Exhibit required in Item 3, each of whom is a Holder
of a Class 8 Convenience Class Claim under the Plan, ACCEPT the Plan.
ALL of the individuals listed on the Exhibit required in Item 3, each of whom is a Holder
of a Class 8 Convenience Class Claim under the Plan, REJECT the Plan.
Some of the individuals listed on the Exhibit required in Item 3 ACCEPT the Plan,
while other individuals listed on the Exhibit required in Item 3 REJECT the Plan.
Item 2.
Summary of Votes by Disease Category.
Disease Category
Votes Accepting the
Plan
Votes Rejecting the
Plan
Total Votes
Mesothelioma/Pleural
Mesothelioma/Peritoneal
Lung or Laryngeal Cancer
Asbestosis
Total Votes
Item 3.
Required Exhibit: List of Holders of Class 8 Claims Represented by
Attorney.
The Attorney voting the Class 8 Claims must include as an Exhibit to the Master Ballot
an electronic list, which list should be in ExcelTM or a comparable application, on a CD-ROM,
that indicates, for each Claim being voted, (a) the last four digits of the Claimant’s social security
number, (b) the last name of the Claimant, (c) the first name of the Claimant, (d) the address of
the Claimant, (e) the disease category of the Claimant, and (f) whether the Claimant votes to
accept or to reject the Plan. The Attorney voting the Class 8 Claims may use the template found
at No. 4 of the Voting Instructions for purposes of creating and formatting the Exhibit.
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Desc
Required Certifications.
By signing this Master Ballot, I hereby certify under penalty of perjury that:
(i)
I have been provided with a copy of the Disclosure Statement, the Plan, and the
Voting Procedures;
(ii)
Each of the individuals listed in the Exhibit is an individual Holder of a Class 8
Convenience Claim whose name appears on the list of GST Asbestos Claims designated as
“pending” in the 2011 version of the Garrison asbestos claims database;
(iii)
I have the full power and authority to vote to accept or reject this plan on behalf
of the Holders of the Class 8 Claims identified in the Exhibit;
(iv)
Each of the individuals identified in the Exhibit (a) has authorized me to elect
Class 8 Convenience Class treatment for their GST Asbestos Claims, (b) elects Convenience
Class treatment, and (c) authorized and instructed me to cast the vote on the Plan indicated on the
Exhibit and in Items 1 and 2 of this Master Ballot.
Name of Attorney:
_____________________________________
Signature of Attorney
_____________________________________
Name of Law Firm:
_____________________________________
Street Address:
_____________________________________
City, State, Zip:
_____________________________________
Telephone Number:
_____________________________________
E-mail Address:
_____________________________________
Date Completed:
_____________________________________
BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 11: GST EQUITY INTERESTS
(the “Debtors”),2 are soliciting votes from the Holders of certain claims and interests with respect
to the Debtors’ First Amended Plan of Reorganization, dated May 29, 2014 (the “Plan”).
Information regarding treatment of Class 11 GST Equity Interests is available in the
Disclosure Statement and the Plan, which are included in this Solicitation Package. A
Solicitation Package, including this Ballot, is being sent to the Holder of Class 11 GST Equity
Interests by service on the Parent.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you
whether you vote or not if it is accepted by the holders of two-thirds in amount and more than
one-half in number of claims voting in the Class. If Class 11 rejects the Plan, the Bankruptcy
Court may nevertheless confirm the Plan if it finds that the Plan is accepted by at least one
Class of impaired Claims and accords fair and equitable treatment to the Class or Classes
rejecting it and otherwise satisfies the requirements of 11 U.S.C. § 1129(b). To have your vote
count, you must complete and return this Ballot.
1
2
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This Ballot is to be used for voting by the Holder of Class 11 GST Equity Interests only.
In order for your Ballot to be counted, it must be properly completed, signed, and returned by
mail, hand delivery or overnight courier to the Debtors’ court-approved Balloting Agent, Rust
By U.S. Mail:
[
]
By Courier:
[
]
accepted.
Statement, Plan, or Voting Procedures, you may contact the Balloting Agent at [
].
Return the Ballot in the envelope provided. Do not fold the Ballot. The Ballot must
be received by the Balloting Agent by the date specified in the instructions or it will not be
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BALLOT FOR CLASS 11 GST EQUITY INTERESTS
Item 1.
Vote.
The undersigned, the Holder of the Class 11 GST Equity Interests, votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Item 2.
Certifications.
authority to vote to accept or reject this plan on behalf of the Holder of the Class 11 GST Equity
Interests, and (ii) that the Holder of the Class 11 GST Equity Interests has instructed me to cast the
vote on the Plan indicated in this Item 2.
Name of Equity Interest Holder:
_____________________________________
Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Agent:
_____________________________________
_____________________________________
Date:
_____________________________________
BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CLASS 12: GARRISON EQUITY INTERESTS
(the “Debtors”),2 are soliciting votes from the Holders of certain claims and interests with respect
to the Debtors’ First Amended Plan of Reorganization, dated May 29, 2014 (the “Plan”).
Information regarding treatment of Class 12 Garrison Equity Interests is available in the
Disclosure Statement and the Plan, which are included in this Solicitation Package. A
Solicitation Package, including this Ballot, is being sent to the Holder of Class 12 Garrison
Equity Interests by service on the Parent.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you
whether you vote or not if it is accepted by the holders of two-thirds in amount and more than
one-half in number of claims voting in the Class. If Class 12 rejects the Plan, the Bankruptcy
Court may nevertheless confirm the Plan if it finds that the Plan is accepted by at least one
Class of impaired Claims and accords fair and equitable treatment to the Class or Classes
rejecting it and otherwise satisfies the requirements of 11 U.S.C. § 1129(b). To have your vote
count, you must complete and return this Ballot.
1
2
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This Ballot is to be used for voting by the Holder of Class 12 Garrison Equity Interests
By U.S. Mail:
[
]
By Courier:
[
]
accepted.
Statement, Plan, or Voting Procedures, you may contact the Balloting Agent at [
].
Return the Ballot in the envelope provided. Do not fold the Ballot. The Ballot must
be received by the Balloting Agent by the date specified in the instructions or it will not be
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BALLOT FOR CLASS 12 GARRISON EQUITY INTERESTS
Item 1.
Vote.
The undersigned, the Holder of the Class 12 Garrison Equity Interests, votes to:
Check only one box:
ACCEPT THE PLAN.
REJECT THE PLAN.
Item 2.
Certifications.
authority to vote to accept or reject this plan on behalf of the Holder of the Class 12 Garrison Equity
Interests, and (ii) that the Holder of the Class 12 Garrison Equity Interests has instructed me to cast the
vote on the Plan indicated in this Item 2.
Name of Equity Interest Holder:
_____________________________________
Street Address:
_____________________________________
_____________________________________
Telephone Number:
_____________________________________
Agent:
_____________________________________
_____________________________________
Date:
_____________________________________
BALLOTING AGENT, [
], TOLL-FREE AT [
].
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Exhibit Ex. C-Notice Program Page 1 of 130
EXHIBIT C
Desc
Case 10-31607
NOTICE PROGRAM
In re Garlock Sealing Technologies, LLC
Chapter 11
Case Number 10-BK-31607
United States Bankruptcy Court for the
Western District of North Carolina
Desc
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TABLE OF CONTENTS
PAGE
FIRM OVERVIEW 4 CASE BACKGROUND
Situation Analysis
5
Manufacturing History & Products
6
NOTICE PROGRAM OVERVIEW Program Components
7
Direct Notice
8
TARGET AUDIENCE
Selection Methodology
10
Demographics
12
Media Usage
14
Geographic Considerations
16
PAID MEDIA PLACEMENTS
Placement Overview
17
Television
18
Newspaper Supplements
20
Consumer Magazines
22
Local Newspapers
24
Publications in U.S. Territories and Possessions
25
Target Audience Print Readership
26
Internet Advertising
27
National Media Delivery
29
EARNED MEDIA PROGRAM 30
OTHER PROGRAM COMPONENTS
Keyword Search Advertising
31
© 2014 KINSELLA MEDIA, LLC
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Chapter 11 Website
32
Toll-Free Telephone Support
33
NOTICE DESIGN
Publication Notice
34
Internet Banner Ads
35
EXHIBITS
Exhibit A – Selected KM Cases
Exhibit B – Publication Notice
Exhibit C – Cover Letter
Exhibit D – List of Trade Unions
Exhibit E – List of Newspaper Supplements
Exhibit F – Cities with Oil Refineries, Steel Mills, and Shipbuilding Sites
(Listed by DMA and top circulating newspaper)
Exhibit G – Advertising.com sample site list
Exhibit H – Yahoo! Network sample site list
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FIRM OVERVIEW
Kinsella Media, LLC (“KM”) is a nationally recognized legal notice firm located in Washington, D.C.
KM specializes in the design and implementation of notice programs that reach unnamed class
members in matters such as consumer protection and antitrust and claimants in bankruptcy and mass
tort litigation.
KM has developed and directed some of the most expansive notice programs ever undertaken in the
fields of antitrust, bankruptcy, consumer fraud, mass tort, and product liability. The cases have
spanned a broad spectrum of products, including asbestos, breast implants, home siding and roofing,
infant formula, pharmaceuticals, polybutylene plumbing, and tobacco. The firm has developed or
consulted on over 700 notice programs and has placed over $300 million in paid media. A selection of
KM’s cases is attached as Exhibit A.
In particular, KM specializes in assisting bankruptcy courts in cases that include mass tort claimants
such as individuals with asbestos disease and breast implant claims. Among those cases, are: In re
Armstrong World Industries, Inc., No. 00-4471 (Bankr. D. Del.), In re Dow Corning, No. 95-20512
(Bankr. E.D. Mich.), In re Johns-Manville Corp., 68 B.R. 618, 626 (Bankr. S.D.N.Y.), In re Owens
Corning, No. 00-03837 (Bankr. D. Del.), and In re W.R. Grace & Co., No. 01-01139 (Bankr. D. Del.).
KM develops advertisements, press releases, websites, and other notice materials that inform claimants
of their legal rights and obligations in a clear and simple manner. The firm ensures all notice materials
are written in plain language. KM also employs industry-recognized tools of media measurement to
maximize the reach and frequency of notice among claimants.
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CASE BACKGROUND:
SITUATION ANALYSIS
This Notice Program is submitted in connection with Debtors’ Motion for the Entry of an Order
Approving Solicitation and Confirmation Procedures and Schedule in In Re Garlock Sealing
Technologies, LLC, Chapter 11, Case No. 10-BK-31607 in the United States Bankruptcy Court for the
Western District of North Carolina, Charlotte Division.
The Notice Program is targeted to Personal Injury Asbestos Claimants (“Asbestos Claimants”) who
may have certain claims against Garlock Sealing Technologies, LLC (“Garlock”) and its affiliates, in the
United States, its territories, and its commonwealths. The purpose of the Notice Program is to outline
procedures to provide fair and adequate notice to the Asbestos Claimants.
The Program is consistent with notice programs KM designed and implemented in other asbestos
bankruptcies and class actions, all of which have received court approval. In developing the Notice
Program, KM relied on information provided by the Debtors and their experts, on research previously
conducted in other asbestos litigation, and on its experience in executing similar plans.
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CASE BACKGROUND:
MANUFACTURING HISTORY & PRODUCTS
Based on information provided by the Debtors for the purpose of developing this Notice Program, the
following chronological outline has been constructed regarding the relevant manufacturing history of
Garlock. This information is not intended to be the basis for any admission of liability. It is solely to
assist in the notification of persons in specific occupational fields and geographic locations about the
types of asbestos-containing products produced and distributed by Garlock and the time periods and
locations where exposure may have occurred.
The Debtors, Garlock Sealing Technologies, LLC (a North Carolina limited liability company) and
The Anchor Packing Company and Garrison Litigation Management Group, Ltd. (North Carolina
corporations), are indirect, wholly-owned subsidiaries of EnPro Industries, Inc., a Charlotteheadquartered manufacturer of engineered industrial products.
Garlock’s asbestos litigation principally involves two asbestos-containing sealing products: compressed
asbestos sheet gaskets and asbestos packing. Asbestos gaskets were used to seal pipes and equipment in
Navy, other marine, refinery, and other industrial applications – involving elevated temperatures and a
corrosive environment. Since at least as early as 1907, Garlock has produced and sold encapsulated
asbestos-containing gaskets and packing. Garlock discontinued the manufacture of asbestos-containing
gaskets in 2000. Its last asbestos-containing gasket sale is believed to have been in early 2001. Garlock
believes its last such packing sale was in approximately 1982.
Compressed asbestos gaskets were manufactured in sheets and reached the consumer in one of two
forms: (1) sheet gasket material that often came in rolls out of which the purchaser cut gaskets to size
and (2) pre-cut gaskets that the purchaser ordered to requested sizes and shapes either directly from
Garlock or from a gasket supply company that engaged in custom gasket cutting. Packing is braided
yarn that is wrapped around the shafts of valves and other equipment to prevent leaks.
In 1970, the Occupational Safety and Health Administration (“OSHA”) started regulating asbestos
exposure in the workplace. In 1973 and 1975, the Environmental Protection Agency and in 1977, the
Consumer Product Safety Commission banned various asbestos products. Because of this regulatory
activity, new friable asbestos insulation products disappeared from the market by the mid-1970s. Old
friable asbestos products remained in the market creating potential exposure well beyond the 1970s.
Although asbestos insulation was banned, the regulatory activity of the 1970s did not restrict the sale
and use of asbestos gaskets and packing. Further, OSHA exempted encapsulated products from its
labeling requirement. Still, by 1977, Garlock had voluntarily placed the OSHA warning on all its
asbestos products. In the 1980s, Garlock developed substitutes for asbestos-containing gaskets and
packing. By 1982, Garlock found suitable replacements for asbestos packing in nearly all applications.
By 2001, Garlock had found substitutes for most industrial applications of asbestos gaskets and
discontinued manufacturing them.
Garlock has been an asbestos defendant for 35 years. Since 1975, plaintiffs’ firms have named Garlock
in approximately 835,000 asbestos cases, and Garlock has paid approximately $1.37 billion to plaintiffs.
From the late 1980s to 2000, Garlock received 391,237 asbestos claims, or an average of approximately
39,000 new claims each year.
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NOTICE PROGRAM OVERVIEW:
PROGRAM COMPONENTS
The Notice Program employs three primary methods to provide notice:
➢ DIRECT NOTICE: Mailed notice directly or through attorneys to all identifiable Asbestos
Claimants whose names and addresses have been determined by the Debtors.
➢ PAID MEDIA NOTICE: Broad national and local published notice through the use of
national and local paid and earned media.
➢ THIRD-PARTY NOTICE: Notice by direct mail to third-parties who are likely to have
contact with Asbestos Claimants.
The proposed Notice Program takes into consideration information provided by the Debtors as well as
research conducted by KM as follows:
•
The asbestos-related business and products of Garlock.
•
The demographics of Asbestos Claimants – age, gender, occupation, and the like.
•
The media vehicles through which Asbestos Claimants typically receive information.
•
The likely geographic concentration of Asbestos Claimants based on identifiable areas
where Debtors’ asbestos-containing products were manufactured or used.
•
Third-party organizations that may have contact with Asbestos Claimants including
occupationally-related trade or professional associations and organizations whose
membership may include individuals with asbestos personal injuries.
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NOTICE PROGRAM OVERVIEW:
DIRECT NOTICE
DIRECT NOTICE TO CLAIMANTS
The Notice Package consisting of the First Amended Plan of Reorganization and the Disclosure
Statement will be mailed to:
•
All readily identifiable Asbestos Claimants, or their counsel of record, with pending asbestos
personal injury damage claims.
•
All individuals who call the toll-free telephone number or write and request a copy of the
Notice Package from the Official Claims Agent.
Individuals with access to the Internet can view copies of the Notice Package directly from the Garlock
Chapter 11 website.
DIRECT NOTICE TO THIRD-PARTIES
The Publication Notice (Exhibit B) with a cover letter (Exhibit C) will be sent to the following thirdparties requesting cooperation in notifying their retired members:
•
•
Key union officials in trade unions whose membership has been identified as having
occupational exposure asbestos-containing products (Exhibit D).
The chief executive officers of the following unions will be asked to include information about
the Debtors’ Motion for the Entry of an Order Approving Solicitation and Confirmation
Procedures and Schedule in their union publications that reach retirees:
·
·
·
·
·
·
·
·
·
·
·
·
Atlantic Independent Union
Glass, Molders, Pottery, Plastics & Allied Workers International Union
International Association of Heat and Frost Insulators and Allied Workers
International Association of Machinists and Aerospace Workers
International Association of Bridge, Structural, Ornamental and Reinforcing Iron
Workers
International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths,
Forgers & Helpers
International Brotherhood of Electrical Workers
International Union of Painters and Allied Trade
International Union of Bricklayers and Allied Craftworkers
International Union of Electronic, Electrical, Salaried, Machine and Furniture
Workers
International Union of Operating Engineers
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America
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·
·
·
·
·
·
·
·
·
·
·
·
·
·
Laborers’ International Union of North America
Industrial Union of Marine and Shipbuilding Workers of America
Seafarers International Union of North America
Operative Plasterers' and Cement Masons' International Association
Paper, Allied-Industrial, Chemical and Energy Workers International Union
Service Employees International Union
Sheet Metal Workers International Association
UNITE HERE
United Association of Journeymen and Apprentices of the Plumbing and Pipe
Fitting Industry of the United States and Canada
United Brotherhood of Carpenters and Joiners of America
United Steelworkers
United Union of Roofers, Waterproofers & Allied Workers
Utility Workers Union of America
Workers United
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TARGET AUDIENCE:
SELECTION METHODOLOGY
In developing the Notice Program, KM used information provided by the Debtors relating to its
manufacturing of asbestos-containing products and asbestos claims history. KM was provided with:
•
Extensive briefings by counsel to the Debtors regarding the asbestos history of Garlock.
•
The “Information Brief of Garlock Sealing Technologies LLC.”
•
Information on Garlock’s asbestos-containing products.
•
Statistics regarding age and gender of past and current asbestos personal injury claimants.
•
Information regarding occupations and industries where Garlock products were used.
•
The manufacturing location for Garlock asbestos products.
In addition to the above, KM relied on research previously conducted in other asbestos-related cases
with respect to the history of asbestos usage in the United States; occupations most likely to have
asbestos exposure; types and usage of asbestos products; types of asbestos health injuries; and the like.
For the purpose of designing the paid media segment of the Notice Program, KM selected
demographics that encompass the characteristics of the target audiences. Media vehicles were then
analyzed and selected for their strength and efficiency in reaching the demographic targets.
For the purpose of developing profiles of the demographics and media habits of Claimants, KM
analyzed syndicated data available from the GfK MRI’s 2013 Doublebase Study1. GfK MRI is the
leading U.S. supplier of multimedia audience research. As a nationally-accredited research firm, it
provides information concerning magazines, television, radio, Internet and other media to leading
national advertisers and over 450 advertising agencies – including 90 of the top 100 in the U.S. GfK
MRI’s nationally-syndicated data is widely used by these companies as the basis for the majority of the
media and marketing plans written for advertised brands in the U.S.
1
Since 1979, GfK MRI’s Survey of the American Consumer has conducted detailed polling of a large sample of
U.S. adults about the media they see and hear and about the products they use. Participants in the survey are
identified by age, occupation, income, education and by where they live, among other things. They are asked
what magazines and newspapers they read, what TV shows and cable channels they watch, and are asked
questions about Internet access and radio formats. Survey data indicate the brands and products they use from
among 500 categories and 6000 consumer brands. The data from this survey is used by media practitioners
industry-wide to characterize media and product users by demographics and to account for and compare the
size and make-up of media audiences. The Doublebase Study consists of two years of Survey of the American
Consumer data. (GfK MRI was known until mid-2010 as Mediamark Research & Intelligence, or MRI.)
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Specifically, GfK MRI presents a single-source measurement of major media, products, services, and indepth consumer demographic and lifestyle characteristics. GfK MRI provides data on media usage,
audience composition, and other relevant factors pertaining to all major media types as well as the
readership of print vehicles.
KM analyzed and considered the historical, industrial, demographic, and geographic information cited
above to determine the most appropriate target audience(s).
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TARGET AUDIENCES:
DEMOGRAPHICS
Since all media is purchased based on demographics, it is important to determine age, gender, and other
demographic characteristics in order to design a media-based notice program to adequately reach the
Asbestos Claimants.
Historically, men who were occupationally exposed to asbestos over a protracted period of time during
the 1930s up until the mid-1970s filed the vast majority of asbestos claims. Latency periods for
asbestos-related diseases differ and can extend for decades after exposure. The latency period for
asbestosis and lung cancer is a minimum of 15 years with an average of 20 to 25 years. Pleural and
peritoneal mesotheliomas have a minimum latency period of 15 years with an average of 30 to 40 years.
It is difficult to pinpoint when, or if, an exposure will result in an illness.
A review of claims data with date of birth information indicates that the vast majority of Asbestos
Claimants who have claims filed through 2012 are 65 years of age and older.
Age information was included in about 32% of the approximately 696,123 claims. Approximately
98.1% percent of the individuals who filed claims currently would be 65 years of age and older as
illustrated by the following chart:
CLAIMS
34-49
50-64
65-74
75-84
223,006
0.03% 1.86% 10.68% 25.93%
84-95
96-104
105+
40.90%
18.37%
2.23%
KM also considered the identifiable time periods that Garlock asbestos-containing products were used
in the marketplace and when they were eliminated.
Based on these considerations and the fact that claims are based on occupational exposure to asbestos
and asbestos-containing products, the primary target is men aged 65 years of age and older (“Men 65+”)
who are blue collar workers in, among other things, industrial and construction-related occupations
where high-temperature asbestos insulation and other asbestos-containing products were used.
Although the Notice Program is designed to primarily reach Men 65+, the communications and media
vehicles selected will also provide significant reach of a secondary target of Adults 65 years of age and
older (“Adults 65+”), a tertiary target of adults 45 years of age and older (“Adults 45+”), and a
quaternary target of adults 35 years of age and older (“Adults 35+) in order to ensure comprehensive
notice to individuals who could potentially be Asbestos Claimants entitled to participate in the
bankruptcy proceedings.
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TARGET AUDIENCES
While characteristics such as occupation were considered for directional purposes, a broader age and
gender target is required for purposes of buying and measuring media. KM examined the demographics
of affected claimants and selected the following target audiences:
•
Primary Target – Men 65+, encompassing Asbestos Claimants.
•
Secondary Target – Adults 65+, encompassing Asbestos Claimants.
•
Tertiary Target – Adults 45+, encompassing Asbestos Claimants.
•
Quaternary Target – Adults 35+, encompassing Asbestos Claimants.
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TARGET AUDIENCES:
MEDIA USAGE
Individuals spend varying amounts of time with different media. Certain demographic groups may be
heavy consumers, light consumers, or non-users of a particular medium. For example, GfK MRI data
shows that individuals who are less educated are likely to be heavy television viewers and light
newspaper readers. Conversely, educated individuals are more likely to be heavy newspaper readers and
light television viewers.
KM focuses on media types used most often by the target audiences. To examine the media habits of
the target audiences, KM compares the target audience’s media usage to that of the average adult 18
years of age and older (“Adult 18+”) in usage quintiles reported by GfK MRI. The study ranks
respondents based on their amount of exposure to a medium and divides them into five equal-sized
groups (“quintiles”) from heaviest usage (1) to lightest usage (5).
The media usage of the target audience in each quintile is expressed as an index. An index of 100 is the
average adult’s usage of a particular medium. Therefore, an index above 100 indicates a heavier usage of
the medium than the average adult, and an index below 100 indicates a lighter usage of the medium
than the average adult.
The target audiences’ top two quintiles (heaviest and next heaviest usage) for each type of media are:
MEDIA
Magazine
Quintile 1
Quintile 2
Newspaper
Quintile 1
Quintile 2
Radio
Quintile 1
Quintile 2
Television
Quintile 1
Quintile 2
Internet
Quintile 1
Quintile 2
ADULTS 18+
MEN 65+
ADULTS 65+
ADULTS 45+
ADULTS 35+
100
100
79
98
69
94
90
98
97
98
100
100
219
88
213
85
150
100
127
101
100
100
58
80
67
73
92
92
97
97
100
100
187
120
188
123
135
115
118
107
100
100
41
57
34
48
68
81
79
89
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These data indicate the target audiences’ media consumption habits:
➢ Men 65+ and Adults 65+ are:
• Heavy television viewers and newspaper readers,
• Average magazine readers, and
• Light radio and Internet users.
➢ Adults 45+ are:
• Average to above-average television viewers and newspaper readers,
• Average magazine readers, and
• Light radio and Internet users.
➢ Adults 35+ are:
• Average to above-average television viewers and newspaper readers,
• Average magazine readers and radio listeners, and
• Light Internet users.
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TARGET AUDIENCE:
GEOGRAPHIC CONSIDERATIONS
In developing the Notice Program, consideration was given to identifiable areas where it was likely or
possible that Garlock had produced or installed asbestos-containing products. Information from the
Debtors indicate that:
•
The vast majority of Garlock’s asbestos-containing sealing products were designed,
manufactured, and sold by its facilities in Sodus, New York and Palmyra, New York, formerly
known as Garlock Mechanical Sealing Division, and now known as Garlock Sealing
Technologies.
In addition, consideration was given to identifiable areas where asbestos-containing products were
widely used and where a significant number of claims were historically filed in other asbestos
bankruptcies including:
•
Oil refineries, steel mills, and shipbuilding sites where asbestos and asbestos-containing
products were used during the 1940s through the 1970s.
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PAID MEDIA PLACEMENTS:
PLACEMENT OVERVIEW
The core of the Notice Program is paid media, which includes television as the primary notice vehicle,
supported by national newspaper supplements, national consumer magazines, online and local
newspapers targeted to key areas selected on the geographic criteria previously cited.
For the purpose of evaluating the strength and efficiency of the media, the selected media were
measured against the demographic targets to establish the reach2 of the media program and the
frequency3 of exposure to the media vehicles.
The following list provides a brief summary of KM’s recommended media placements. More detailed
information about each placement and its applicability to the target audience in this case appears on
pages 18-28 of the plan.
BROADCAST MEDIA
National Network & Cable Television
PRINT PUBLICATIONS
Newspaper Supplements
! American Profile
! Parade
! USA Weekend
Consumer Magazines
! AARP Bulletin
! American Legion
! National Geographic
! VFW
Local Newspapers
! 124 Sunday Newspapers
! Geneva Finger Lakes Times
! Rochester Democrat and Chronicle
! Sodus Sun and Record
! Times of Wayne County
! Wayne Post
U.S. Territories & Possessions
! El Nuevo Dia
! El Vocero
! Pacific Daily News
! Primera Hora
! Samoa News
! St. Croix Avis
! St. Johns Trade Winds
! Virgin Islands Daily News
ONLINE MEDIA
Internet Banner Ads
! Advertising.com Network
! Facebook.com
! Weather.com
! Xaxis
! Yahoo! Network
2
Reach is the estimated number of different people exposed to a specific vehicle or combination of vehicles. It can be
expressed as a whole number or percentage of the total population.
3
Frequency is the estimated average number of opportunities an audience member has to see the notice.
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TELEVISION
Television has the ability to reach a wide number of target audience members with an immediate and
accessible message. The combination of audio and visual message delivery increases the message impact.
Viewers can quickly ascertain if the message is important and if so, decide to respond.
The Notice Program calls for notice to be aired throughout the day in different programs to reach the
highest number of viewers. Television advertisements will be aired across channels and
programs targeting Men 65+. A combination of broadcast (ABC, CBS) and cable networks will be
used.
KM recommends:
➢ An estimated 226 Target Rating Points (“TRPs”)4 to air over a two to three week time period,
generating an estimated 43,050,300 gross impressions5 against Men 65+.
This activity level will generate an estimated:
➢ 99,729,630 gross impressions against Adults 65+
Cable networks may include all or some of the following:
NETWORK
SUMMARY
AMC is a cable network which includes programming such as
favorite films from every genre and decade as well as original series
such as "Mad Men," "Breaking Bad," "The Walking Dead," "The
Killing" and "Hell on Wheels."
Bravo is an entertainment cable network with original
programming that taps into the network’s “passion groups” of
Food, Fashion, Beauty, Design, and Pop Culture.
Cable News Network (CNN) provides 24-hour coverage of
breaking news. Original programming offers a blend of debate and
in-depth analysis of current events.
4
Target Rating Points (TRPs) represent the sum of all the ratings for a specific audience delivered by a given media vehicle
in a schedule. A rating is the percentage of households or persons in the target who have been exposed to the media vehicles
in the schedule. One GRP equals 1% of a given target population.
5
Gross Impressions are the duplicated sum of audiences to the media vehicle containing the notice.
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Discovery Network offers a mix of cinematography across genres
including, science and technology, exploration, adventure, and
history and in-depth, behind-the-scenes glimpses at the people,
places and organizations that shape our world.
Fox News Channel (FNC) is a 24-hour general news service
covering breaking news as well as political, business, and
entertainment news.
FX offers original programming ranging from dramas, miniseries,
and comedies to box office movies, syndicated programs and live
sports with UFC and NCAA football.
The Golf Channel offers in-depth coverage of more than 100
tournaments including the PGA Tour, Champions Tour,
Nationwide Tour, LPGA, and PGA Tour of Australia.
Headline News focuses on the "must-see, must-share" stories of the
day. Drawing upon the network's deep bench of talent, HLN
dissects and demystifies the news stories and newsmakers people are
talking about.
Military Channel brings real-world stories of heroism, military
strategy, technological breakthroughs, and turning points in
history. The network takes viewers “behind the lines” to hear the
personal stories of servicemen and servicewomen.
MSNBC features a full schedule of live news coverage, political
analysis, and award-winning documentary programming. Highprofile anchors provide in-depth interviews and analysis of the day’s
events.
The Science Channel network is devoted entirely to science,
including in-depth coverage of breaking and current science news.
The network explores science’s past, present, and future.
The Weather Channel is a national cable TV network that
produces continuous, 24-hour national, regional, and local weatherrelated video programming.
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NEWSPAPER SUPPLEMENTS
American Profile, Parade, and USA Weekend are newspaper supplements that are inserted into weekend
or Sunday editions newspapers nationwide. These magazines, printed on newsprint, contain articles
written for broad, general appeal and encourage readership through brevity. Issues are typically fewer
than 30 pages. For this Notice Program, KM recommends this newspaper supplement because of its
cost-effective reach capability.
American Profile appears in 1,035 papers, Parade appears in 750 papers, and USA Weekend in more
than 596. There is a small amount of overlap, as some papers carry more than one supplement, so these
numbers are not cumulative. Parade and USA Weekend together reach every major media market in
the country. The selected supplements provide coverage in all 50 states and the District of
Columbia. A list of the newspapers into which the selected supplements are inserted is attached as
Exhibit E.
KM recommends the following newspaper supplement placement:
➢ An M-page ad (5.75” x 9.125”) once in American Profile with an estimated circulation of
10,000,000.
➢ American Profile is published weekly and is a rural-focused newspaper supplement. The
magazine provides content on the people, places, and experiences of hometowns across the
country.
➢ Men 65+ and Adults 65+ are more likely than the average adult to live in C & D Counties.
American Profile is distributed primarily in C & D counties.6 6
A Counties, as defined by A.C. Nielsen Company (“Nielsen”), are all counties belonging to the 25 largest
metropolitan areas. These metro areas correspond to the Metropolitan Statistical Area and include the largest
cities and consolidated areas in the United States. B Counties, as defined by Nielsen, are all counties not
included under A that have either a population greater than 150,000 or are in a metro area with a population
greater than 150,000 according to the latest census. C Counties, as defined by Nielsen, are all counties not
included under A or B that either have a population greater than 40,000 or are in a metro area with a population
greater than 40,000 according to the latest census. D Counties are, essentially, rural counties.
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➢ An M-page ad (6.25” x 9”) once in Parade with an estimated circulation of 32,000,000.
➢ Parade is carried in the Sunday edition of 750 daily newspapers and is the highest circulating
magazine in the world. Carrier newspapers serve major urban and suburban markets in the U.S.
➢ 38% of Men 65+ read an average issue of Parade. ➢ Adults 65+ are 56% more likely than the average adult to read an average issue of Parade. ➢ 68% of Parade readers are Adults 45+. ➢ 27% of Adults 35+ read an average issue of Parade. ➢ An M-page ad (6.25” x 9”) once in USA Weekend with an estimated circulation of 18,000,000.
➢ USA Weekend is carried in the weekend edition of 596 daily newspapers in major markets,
complementing U.S. markets served by Parade.
➢ Men 65+ are 60% more likely to read an average issue of USA Weekend. ➢ 25% of Adults 65+ read an average issue of USA Weekend. ➢ 68% of USA Weekend readers are Adults 45+. ➢ 82% of USA Weekend readers are Adults 35+. © 2014 KINSELLA MEDIA, LLC
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CONSUMER MAGAZINES
Most adults read one or more magazines during an average month and nearly three out of five adults
read or look at a magazine daily. Heavy readers read 16 or more magazines per month. Weekly
magazines quickly accumulate readership and provide timely and efficient notice to readers. KM chose
the specific consumer magazines listed below because they are among the highest ranking in coverage of
the target audiences.
KM recommends the following consumer magazine placements:
➢ A two-thirds-page ad (5.75” x 10.5625”) one time in AARP Bulletin with an estimated
circulation of 22,000,000.
➢ AARP Bulletin is published 10 times a year, and contains news and feature coverage of items of
interest to Americans 50+.
➢ Men 65+ are three times more likely than the average adult to be AARP Bulletin readers.
➢ 41% of Adults 65+ read an average issue of AARP Bulletin.
➢ 94% of AARP Bulletin readers are Adults 45+.
➢ 97% of AARP Bulletin readers are Adults 35+.
➢ A full-page black & white ad (7” x 10”) one time in American Legion with an estimated
circulation of 2,232,287.
➢ American Legion is published monthly and focuses on world evens and national news analysis.
It features articles on retirement, travel and leisure activities.
➢ American Legion is the highest-ranking publication in composition of Men 65+.
➢ Adults 65+ are 3 times more likely than the average adult to be American Legion readers.
➢ 84% of American Legion readers are Adults 45+.
➢ 95% of American Legion readers are Adults 35+.
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➢ A full-page ad (5.75” x 9”) one time in National Geographic with an estimated circulation of
3,500,000.
➢ National Geographic is published monthly and covers people and places internationally.
Readers spend an average of 56 minutes with each issue.
➢ Men 65+ are 23% more likely than the average adult to be National Geographic readers.
➢ 18% of National Geographic readers are Adults 65+.
➢ A full-page black & white ad (7.25” x 9.75”) one time in VFW with an estimated circulation of
1,214,977.
➢ VFW is published 10 times a year and covers veteran’s rights, foreign affairs, volunteerism and
remembrance of military service abroad.
➢ VFW is the second highest-ranking publication in composition of Men 65+.
➢ Adults 65+ are 2.5 times more likely than the average adult to be VFW readers.
➢ Adults 45+ are 60% more likely than the average adult to be VFW readers.
➢ 90% of VFW readers are Adults 35+.
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LOCAL NEWSPAPERS
KM selected local newspapers for targeted notice to individuals who a) live or may have lived
surrounding the manufacturing location of Garlock asbestos product, and b) worked in oil refineries,
steel mills, and shipbuilding sites where asbestos-containing products were used during the 1940s
through the 1970s. A Summary Notice as a quarter-page ad will be directed to these potential
Claimants.
These areas are likely to have potential Asbestos Claimants who may have been exposed to asbestoscontaining products. The newspaper notice is included in the plan to provide additional opportunities
for Asbestos Claimants to see the notice in geographic areas where it is known that significant asbestos
products were manufactured or installed or significant asbestos exposure is alleged to have occurred.
Although Americans are fairly mobile, blue-collar workers are less mobile than younger professional
workers, and it is likely that many blue-collar workers, after retirement, will still reside in areas where
they previously worked.
KM recommends the following local newspaper placements: •
•
A one-sixth-page ad will be placed in the Sunday edition of the top circulating newspaper in
each of the 124 DMAs identified in Exhibit F.
A quarter-page ad will be placed in the following newspapers which provide coverage within
Sodus and Palmyra, NY:
o Geneva Finger Lakes Times (Sunday)
o Rochester Democrat and Chronicle (Sunday)
o Sodus Sun and Record
o Times of Wayne County
o Wayne Post
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PUBLICATIONS IN U.S. TERRITORIES & POSSESSIONS
To provide notice in U.S. territories and possessions, KM selected newspaper advertising. The
Publication Notice will be translated, when necessary, and appropriately sized for placement in the
following newspapers in U.S. territories and possessions:
U.S. TERRITORY/POSSESSION
NEWSPAPER
American Samoa
CIRCULATION
Samoa News
4,000
Pacific Daily News
30,000
Puerto Rico
El Nuevo Dia
250,000
Puerto Rico
El Vocero
140,000
Puerto Rico
Primera Hora
140,869
St. Croix (United States Virgin Islands)
St. Croix Avis
14,000
St. John (United States Virgin Islands)
St. John Trade Winds
2,400
Virgin Islands Daily News
13,000
Guam
St. Thomas (United States Virgin Islands)
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TARGET AUDIENCE PRINT READERSHIP
Readership includes both primary readers and pass-along readers. Primary readers purchase a
publication or are members of a household where the publication was purchased. Pass-along readers are
those who read the publication outside the home, in places such as a doctor’s office. The table below
indicates the estimated number of readers in each of the target audiences of an average issue of the
magazine or national newspaper:
PUBLICATION
INSERTIONS
MEN 65+
ADULTS 65+
ADULTS 45+
ADULTS 35+
American Profile
1
1,248,000
4,977,000
13,521,000
19,950,000
Parade
1
6,940,000
15,261,000
37,366,000
45,319,000
USA Weekend
1
4,439,000
10,481,000
24,225,000
29,141,000
AARP Bulletin
1
8,316,000
16,632,000
27,795,000
28,623,000
American Legion
1
1,279,000
1,716,000
2,696,000
3,176,000
National Geographic
1
3,066,000
5,454,000
17,099,000
21,382,000
VFW
1
911,000
1,247,000
2,341,000
2,704,000
GfK MRI does not measure publications in the U.S. territories and possessions. Therefore, their
contribution to the overall reach of the media is not calculated. Their inclusion in the Notice Program
is still recommended, however, given the Asbestos Claimants here.
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INTERNET ADVERTISING
GfK MRI provides data on Internet usage by asking survey respondents about their online usage during
the 30 days prior to the survey. Although not heavy users of the Internet, according to GfK MRI,
51.8% of Men 65+, 48.1% of Adults 65+, 69.3% of Adults 45+, and 74.2% of Adults 35+ used the
Internet during the last 30 days.
Accordingly, KM recommends incorporating Internet advertising into the Notice Program in order to
provide Asbestos Claimants, particularly those in the younger age range, with additional national notice
opportunities beyond the broad-reaching print program. Internet advertising delivers an immediate
message and allows the viewer of an advertisement to instantly click to a website for further
information.
WEBSITE ADVERTISING
KM recommends placing ads on broad-reaching advertising networks whose partner websites are likely
to be visited by our target audiences. In addition, KM also selected a website whose visitors are highly
comprised of the target audiences. (Delivery of Internet impressions to specific sites and categories
within sites are subject to availability at the time KM purchases the media.)
KM recommends an estimated 98,979,000 impressions to be placed on the following properties:
➢ Advertising.com Network is a division of AOL Networks. Through its 40 owned and operated
AOL properties as well as partner sites and networks, Advertising.com provides massive reach
with over 596 million global unique visitors. A list of properties and websites in the
Advertising.com network is attached as Exhibit G. ➢ Facebook.com is a free, global social networking website that helps people communicate with
friends, family and coworkers.
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➢ Weather.com is a weather site that features current conditions and forecasts for over 98,000
locations worldwide, along with local and regional radars. Weather.com is consistently rated in
the top 5 for news, entertainment, and information web sites by Media Metrix. ➢ Xaxis is a network that represents over 5,000 websites. ➢ Yahoo! is a leading Internet brand and a global online network of integrated services providing
users with entertainment and other quality content. A list of properties and websites in the
Yahoo branded advertising network is attached as Exhibit H.
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NATIONAL MEDIA DELIVERY
The paid media portion of the Notice Program provides Asbestos Claimants with multiple exposure
opportunities to media vehicles carrying the Notice and delivers the following estimated reach and
frequency measurements7 using the 2013 Spring GfK MRI Study and April 2014 comScore study:8
➢ An estimated 95.5% of Men 65+ will be reached with an average estimated frequency of 4.2
times. An estimated 16,965,000 Adults 65+ will have an opportunity to see the Notice.
➢ An estimated 94.9% of Adults 65+ will be reached with an average estimated frequency of 4.2
8
GfK Spring Study is based on GfK MRI’s national Survey of the American Consumer, conducted since 1979, which
surveys people 18 years of age and older in the contiguous 48 states. GfK MRI conducts more than 26,000 personal
interviews with consumers in two waves (Fall and Spring) annually, each lasting six months and consisting of 13,000
interviews. Produced annually, the Spring Study consists of one full year of data drawn from two spring waves of survey
respondents. Data is then combined with comScore, a source of Internet audience measurement for advertising agencies,
publishers, marketers and financial analysts. ComScore measures Internet usage and other activity through monitoring
software installed on the computers of a panel of approximately 2,000,000 people. Active in 170 countries, ComScore
tracks more than three million unique websites to produce an unduplicated net reach of the designated audience.
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EARNED MEDIA PROGRAM
Earned media provides additional notice to Asbestos Claimants, amplifying the paid media program.
Earned media, as opposed to paid media, occurs by disseminating a message about the Notice Program
to the media without a guarantee that it will appear. KM and associated media firms under its direction
will distribute the message to media outlets (newspapers, websites, and television and radio stations) to
spark press interest and generate coverage.
MULTIMEDIA NEWS RELEASE
KM will distribute a national multimedia news release (MNR) blending text, audio, video, photos,
related documents, and social media tools into an interactive web platform making the message visually
appealing to increase engagement with the story across both traditional and social channels.
The MNR includes the following:
9
•
Distribution to over 5,700 media points, more than 5,400 websites, databases and online
services, and journalist-only portal.
•
The television spot will be included to add a visual element to the press release making the story
more appealing. Multimedia elements (e.g., audio, video, graphics) have shown to increase
engagement with content by 77%.9
•
A post to PR Newswire’s Social Post Twitter Network reaching over 40,000 followers.
•
Built-in social media sharing functionality makes the content easily shared online.
Source: PR Newswire/MultiVu.
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OTHER PROGRAM COMPONENTS:
KEYWORD SEARCH ADVERTISING
Search engines are among the most frequently used sites on the Internet. In order to help search engine
users locate the informational website about this case – both those specifically looking for it and those
looking for related topics – KM will purchase sponsored links to appear when searchers enter certain
terms.
Keyword search advertising will run throughout the entire notice and voting period. Keyword search
ads will appear on Bing, Google, and Yahoo! search engines. KM will contract with Google AdWords
to place Google ads, and with Microsoft Ad Center to place Bing and Yahoo! ads. A complete list of
keywords will be selected after preliminary approval.
After KM contracts with the search engines for sponsored links of the selected keywords/phrases, a user
entering an applicable keyword/phrase will see an ad either in the section above non-sponsored results
or in the right-hand column under the Sponsored Sites/Results section.
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CHAPTER 11 WEBSITE
An informational, interactive website is a critical component of the Notice Program. A website is a
persistent source of information instantly accessible by millions. In this case, the site will capitalize on
the Internet’s ability to distribute information and provide access to customer service. The Internet
banner advertising and keyword search ads will help direct Asbestos Claimants to the website.
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TOLL-FREE TELEPHONE SUPPORT
All advertising will direct the reader/viewer to call a toll-free telephone number in order to receive the
Disclosure Statement and Approve Balloting and Voting Procedures Notice Package and obtain
information and instructions regarding filing proofs of claim. In addition to the toll-free number, the
print advertising will provide the address of the Claims Agent and the website address as alternative
contact mechanisms.
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NOTICE DESIGN:
PUBLICATION NOTICE
The Publication Notice is written in plain language and is designed to alert Asbestos Claimants to the
litigation by using a bold headline. This headline will enable Asbestos Claimants to quickly determine
if they are potentially affected by the litigation. The content of the Summary Notice clearly stipulates
types of claimants and claims using subheads, product descriptions, and simple language to avoid any
confusion.
Each advertisement will prominently feature a toll-free number and website address for Asbestos
Claimants to obtain more information in the form of the Notice Package.
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NOTICE DESIGN:
INTERNET BANNER ADS
KM will design Internet banner advertisements to Asbestos Claimants to the litigation by using a bold
headline. The headline will enable Asbestos Claimants to quickly determine if they may be affected by
the litigation.
➢ When users click on the banner advertisement, they will be connected to the Chapter 11
website that contains complete information about their legal rights.
➢ KM will use flash banner advertisements.
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EXHIBIT A
Desc
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Katherine M. Kinsella
President
A nationally recognized specialist in notification programs in mass tort, consumer, and product liability
class actions and bankruptcies, Kinsella has developed and directed some of the largest and most
complex national notification programs in the country. The scope of the firm’s work includes
notification programs in antitrust, bankruptcy, consumer fraud, mass tort and product liability
litigation. Specific cases have involved, among others, asbestos, breast implants, home siding and
roofing products, infant formula, pharmaceuticals, polybutylene plumbing, tobacco and Holocaust
claims. The firm has developed or consulted on over 700 notification programs, placing over $300
million in media notice. Selected cases include:
Bankruptcies
In re Armstrong World Industries, Inc., No. 00-4471 (Bankr. D. Del.) (asbestos).
In re Dow Corning, No. 95-20512 (Bankr. E.D. Mich.) (breast implants).
In re Johns-Manville Corp., 68 B.R. 618, 626 (Bankr. S.D.N.Y.) (asbestos).
In re Kaiser Aluminum Corp., No. 02-10429 (JFK) (D. Del) (asbestos).
In re Owens Corning, No. 00-03837 (Bankr. D. Del.) (asbestos).
In re Raytech Corp., No. 5-89-00293 (Bankr. D. Conn.) (asbestos).
In re The Celotex Corp., Nos. 90-10016-8B1 and 90-10017-8B1 (Bankr. M.D. Fla.) (asbestos).
In re U.S. Brass Corp., No.94-40823S (Bankr. E.D. Tex.) (polybutylene).
In re USG Corp., Nos. 01-2094 - 01-2104 (Bankr. D. Del.) (asbestos).
In re W.R. Grace & Co., No. 01-01139 (Bankr. D. Del.) (asbestos).
Antitrust
Big Valley Milling, Inc. v. Archer Daniels Midland Co., No. 65-C2-96-000215 (Minn. Dist. Ct. Renville
County) (lysine).
Carlson v. Abbott Laboratories, No. 94-CV-002608 (Wis. Cir. Ct. Milwaukee County) (infant
formula).
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Comes v. Microsoft Corp., No. CL8231 (Iowa Dist. Ct. Polk County) (software).
Connecticut v. Mylan Laboratories, Inc., No. 99-276, MDL No. 1290 (D.D.C.) (pharmaceutical).
Conroy v. 3M Corp., No. C-00-2810 CW (N.D. Cal.) (invisible tape).
Copper Antitrust Litig., MDL 1303 (W.D. Wis.) (physical copper).
Cox v. Microsoft Corp., No. 105193/00 (N.Y. Sup. Ct. N.Y. County) (software).
D.C. 37 Health & Security Plan v. Medi-Span, No. 07-cv-10988 (D.Mass.); New England Carpenters
Health Benefits Fund v. First DataBank, Inc., No. 1:05-CV-11148 (D. Mass.) (pharmaceutical).
Ferrell v. Wyeth-Ayerst Laboratories, Ltd., No. C-1-01-447 (S.D. Ohio).
Giral v. Hoffman-LaRoche Ltd., C.A. No. 98 CA 7467 (W. Va. Cir. Ct., Kanawha County) (vitamins).
In re Buspirone Antitrust Litig., MDL No. 1413 (S.D.N.Y.) (pharmaceutical).
In re Cardizem Antitrust Litig., 200 F.R.D. 326 (E.D. Mich.) (pharmaceutical).
In re Compact Disc Minimum Price Antitrust Litig., MDL No. 1361 (D. Me.) (compact discs).
In re Insurance Brokerage Antitrust Litig., MDL No. 1663 Civil No. 04-5184 (FSH) (D.N.J.)
(insurance).
In re International Air Transportation Surcharge Antitrust Litig., No. M 06-1793, MDL No. 1793
(N.D. Cal.) (airline fuel surcharges).
In re Monosodium Glutamate Antitrust Litig., D-0202-CV-0200306168, D-202-CV-200306168
(N.M. Dist. Ct., Bernalillo County) (MSG).
In re Motorsports Merchandise Antitrust Litig., No. 1:97-CV-2314-TWT (N.D. Ga.) (merchandise).
In re Nasdaq Market-Makers Antitrust Litig., MDL No. 1023 (S.D.N.Y.) (securities).
In re Pharmaceutical Industry Average Wholesale Price Litig., No. CA:01-CV-12257, MDL No. 1456
(D. Mass.) (pharmaceutical).
In re Toys “R” Us Antitrust Litig., No. CV-97-5750, MDL No. 1211, (E.D.N.Y.) (toys and other
products).
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In re Western States Wholesale Natural Gas Antitrust Litig., No. CV-03-1431, MDL No. 1566, (D.
Nev) (natural gas).
Kelley Supply, Inc. v. Eastman Chemical Co., No. 99CV001528 (Wis. Cir. Ct., Dane County)
(Sorbates).
Ohio vs. Bristol-Myers Squibb, Co., No. 1:02-cv-01080 (D.D.C.) (pharmaceutical).
Raz v. Archer Daniels Midland Co., Inc., No. 96-CV-009729 (Wis. Cir. Ct. Milwaukee County) (citric
acid).
Consumer and Product Liability
Azizian v. Federated Department Stores, Inc., No. 4:03 CV-03359 (N.D. Cal.) (cosmetics).
Baird v. Thomson Consumer Elecs., No. 00-L-000761 (Ill. Cir. Ct., Madison County) (television).
Bonilla v. Trebol Motors Corp., No. 92-1795 (D.P.R.) (automobiles).
Burch v. American Home Products Corp., No. 97-C-204 (1-11) (W. Va. Cir. Ct., Brooke County) (Fen
Phen).
Cosby v. Masonite Corp., No. CV-97-3408 (Ala. Cir. Ct. Mobile County) (siding product); Quin v.
Masonite Corp., No. CV-97-3313 (Ala. Cir. Ct. Mobile County) (roofing product).
Cox v. Shell Oil Co., No. 18,844 (Tenn. Ch. Ct. Obion County) (polybutylene pipe).
Daniel v. AON Corp., No. 99 CH 11893 (Ill. Cir. Ct. Cook County) (insurance).
Fettke v. McDonald’s Corp., No. 044109 (Cal. Super Ct. Marin County) (trans fatty acids).
Florida v. Nine West Group, Inc., No. 00 CIV 1707 (S.D.N.Y.) (shoes).
Foothill/De Anza Community College Dist. v. Northwest Pipe Co., No. 00-20749-JF (N.D. Cal.) (fire
sprinklers).
Galanti v. The Goodyear Tire & Rubber Co., No. 03-209 (D.N.J.) (radiant heating).
Garza v. Sporting Goods Properties, Inc., No. SA 93-CA-1082 (W.D. Tex.) (gun ammunition).
Government Employees Hospital Association v. Serono International, No. 5-11935 (D. Mass.), and
Francis v. Serono Laboratories, Inc., No. 6-10613 (D. Mass.).
Hoorman v. GlaxoSmithKline, No. 04-L-715 (Ill. Cir. Ct., Madison Cty.) (Paxil pharmaceutical).
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In re Louisiana Pacific Corp. Inner Seal OSB Trade Practices Litig., MDL No. 1114 (N.D. Cal.)
(oriented strand board).
In re Tri-State Crematory Litig, MDL 1467 (N.D. Ga.) (improper burial).
Lebrilla v. Farmers Group Inc., No. 00-CC-07185 (Cal. Super. Ct., Orange County) (auto insurance).
Lovelis v. Titflex, No. 04-211 (Ak. Cir. Ct., Clark County) (gas transmission pipe).
Naef v. Masonite Corp., No. CV-94-4033 (Ala. Cir. Ct. Mobile County) (hardboard siding product).
Peterson v. BASF Corp., No. C2-97-295 (D. Minn.) (herbicide).
Posey v. Dryvit Sys., Inc. No. 17,715-IV (Tenn. Cir. Ct., Jefferson County) (EIFS stucco).
Reiff v. Epson America, Inc. and Latham v. Epson Am., Inc., J.C.C.P. No. 4347 (Cal. Super. Ct., L.A.
County) (ink jet printers).
Richison v. Weyerhaeuser Co. Ltd., No. 05532 (Cal. Super. Ct. San Joaquin County) (roofing product).
Ruff v. Parex, Inc., No. 96-CvS 0059 (N.C. Super. Ct. Hanover County) (synthetic stucco product).
Shah v. Re-Con Building Products, Inc., No. C99-02919 (Cal. Super. Ct. Contra Costa County)
(roofing product).
Shields vs. Bridgestone/Firestone, Inc., Bridgestone Corp., No. E-167.637 (D. Tex.) (tires).
Smith v. Behr Process Corp., No. 98-2-00635 (Wash. Super. Ct., Gray Harbor County) (stain product).
Weiner v. Cal-Shake, Inc., J.C.C.P. No. 4208 (Cal. Super. Ct., Contra Costa County) (roofing
product).
Wholesale Elec. Antitrust Cases I & II, J.C.C.P. Nos. 4204 & 4205 (Cal. Super. Ct., San Diego County)
(energy).
Woosley v. California, No. CA 000499 (Cal. Super. Ct., Los Angeles County) (automobiles).
Mass Tort
Ahearn v. Fibreboard Corp., No. 6:93cv526 (E.D. Tex); Continental Casualty Co. v. Rudd, No.
6:94cv458 (E.D. Tex) (asbestos injury).
Backstrom v. The Methodist Hospital, No. H.-94-1877 (S.D. Tex.) (TMJ injury).
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Engle v. RJ Reynolds Tobacco Co., No. 94-08273 (Fla. Cir. Ct. Dade County) (tobacco injury).
Georgine v. Amchem, Inc., No. 93-CV-0215 (E.D. Pa.) (asbestos).
Insurance
McNeil v. American General Life and Accident Ins. Co., No. 8-99-1157 (M.D. Tenn.) (insurance).
Nealy v. Woodmen of the World Life Ins. Co., No. 3:93 CV-536 (S.D. Miss.) (insurance).
Holocaust Victims Reparations
In re Holocaust Victim Assets Litig., Nos. CV 96-4849, CV-5161 and CV 97-461 (E.D.N.Y.)
(Holocaust).
The International Commission on Holocaust Era Insurance Claims Outreach.
Pension Benefits
Collins v. Pension Benefit Guarantee Corp., No. 88-3406 (D.D.C.); Page v. Pension Benefit Guarantee
Corp., No. 89-2997 (D.D.C.).
Forbush v. J.C. Penney Co., Inc., Nos. 3:90-2719 and 3:92-0109 (N.D. Tex.).
International
Ahearn v. Fiberboard Corp., No. 6:93cv526 (E.D. Tex) and Continental Casualty Co. v. Rudd, No.
6:94cv458 (E.D. Tex.) (asbestos) (1993).
Galanti v. The Goodyear Tire & Rubber Co., No. 03-209 (D.N.J.) (radiant heating) (2002).
In re Holocaust Victims Assets Litig., No. CV 96-4849 (ERK) (MDG) (Consolidated with CV-5161
and CV 97461) (E.D.N.Y.) (2003).
In re Owens Corning, Chapter 11, No. 00-03837 (MFW) (Bankr. D. Del.) (asbestos) (2006).
In re The Celotex Corp., Chapter 11, Nos. 90-10016-8B1 and 90-10017-8B1(Bankr. M.D. Fla.)
(asbestos) (1996).
In re USG Corp., Chapter 11, Nos. 01-2094 (RJN) through 01-2104(RJN) (Bankr. D. Del.) (asbestos)
(2006).
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In re Western Union Money Transfer Litig., No. 01 0335 (CPS) (VVP) (E.D.N.Y.) (wire transactions)
(2004).
In re W.R. Grace & Co., Chapter 11, No. 01-01139 (Bankr. D. Del.) (asbestos) (2001).
International Committee on Holocaust Era Insurance Claims (Holocaust) (1999).
Product Recall
Central Sprinkler Voluntary Omega Sprinkler Replacement Program (sprinkler heads).
Hart v. Central Sprinkler Corp., No. BC17627 (Cal. Super. Ct. Los Angeles County) & County of
Santa Clara v. Central Sprinkler Corp., No. CV 17710119 (Cal. Super. Ct. Santa Clara County)
(sprinkler heads).
Telecom
Bidner, et al. v. LCI International Telecom Corp d/b/a Qwest Communications. No CO-00-242 (Minn.
Dist. Ct., Sibley County).
Community Health Association v. Lucent Technologies Inc., No. 99-C-237, (W.Va. Cir. Ct., Kanawha
County) (product compliance).
Cundiff v. Verizon California, Inc., No. 237806 (Cal. Super Ct., Los Angeles County) (rotary dial
service).
Kushner v. AT&T Corporation, No. GIC 795315 (Cal. Super. Ct., San Diego County) (fees).
Risha Enterprise v. Verizon New Jersey, No. MID-L-8946-02 (N.J. Super. Ct.) (tariff rate).
Sonnier v. Radiofone, Inc., No. 44-844, (L.A. Jud. Dist. Ct., Plaqueimes Parish County) (long distance
promotion).
State of Louisiana v. Sprint Communications Co., L.P., No. 26,334 (Jud. Dis. Ct., Parish of West Baton
Rouge) and Louisiana v. WilTel, Inc., No. 26,304 (Jud. Dis. Ct., Parish of West Baton Rouge) (fiber
optics right of way).
Fiber-Optic Cable Rights of Way Settlements (Five statewide Notice Programs; Two national Notice
Programs covering 36 states; see www.FiberOpticSettlements.com.) (fiber-optic cable/rights of way).
Other
Cobell v. Salazar, No. 96-01285 (D.D.C.) (Individual Indian Money accounts).
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Dryer v. National Football League, No. 9-02182 (D. Minn.) (publicity rights).
In re Black Farmers Discrimination Litig., No. 08-511 (D.D.C.) (African American farm loans).
Keepseagle v. Vilsack, No. 99-03119 (D.D.C.) (Native American farm loans).
Articles
Katherine Kinsella, Ten Commandments of Class Action Notice, Toxics Law Reporter, Sept. 24, 1997.
Katherine Kinsella, Quantifying Notice Results in Class Actions – The Daubert/Kumho Mandate, Class
Action Litigation Report, July 27, 2001; Katherine Kinsella, Quantifying Notice Results in Class Actions
– The Daubert/Kumho Mandate, United States Law Week, Aug. 7, 2001.
Katherine Kinsella, The Plain Language Tool Kit for Class Action Notice, Class Action Litigation
Report, Oct. 25, 2002.
Katherine Kinsella, Maureen Gorman and Andrew Novak, How Viable Is the Internet for Class Action
Notice?, Class Action Litigation Report, Mar. 25, 2005.
Class Notice and Claims Administration, Katherine Kinsella and Shannon Wheatman, The
International Handbook on Private Enforcement of Competition Law, 2010.
REALITY CHECK: The State of New Media Options for Class Action Notice, Katherine Kinsella and
Maureen Gorman, A Practitioner's Guide to Class Actions, 2010 and Class Action Litigation Report,
February 26, 2010.
International Class Action Notices, Chapter 13, Katherine Kinsella and Shannon Wheatman, World
Class Action: A Guide to Group and Representative Actions Around the Globe, August, 2012.
Class Notice And Claims Administration, Katherine Kinsella and Shannon Wheatman, Private
Enforcement of Antitrust Law in the United States: A Handbook, 2012.
Buyer Beware: Eight Pitfalls That Can Jeopardize Your Class Action Notice Program, Class Action
Litigation Report, July 12, 2013.
Speaking
Doing Business in the United States: What You Need to Know About Investing, Product Liability and
Dispute Resolution, ABA, Beijing, China (April 19, 2012), “Litigation in the United States: Class
Actions & MDLs.”
The 13th Annual National Institute on Class Actions (2009), “A Survival Guide for Today’s Class Action
Settlements.”
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Women Antitrust Plaintiffs' Attorneys Networking Event (August 28, 2009), "Class Action Notice and
Claims Administration: Trends and Innovation."
ABA National Class Actions Institute (November 7, 2008), “’I Court Have Sworn It was CAFA, Not
Kafka!’ The Metamorphosis of Ethically Prosecuting, Defending, and Settling Multi-State, ClassAction Cases.”
The Future of Class Action Litigation in America (October 25-26, 2007), “Solving Problems with
Notice, Opt-Outs and Claims Procedures.”
Innovative Strategies for Defense of Class Action Suits (February 9, 2006, “The Art of Drafting Class
Action Notices Under the New Federal Plain English Rules.”
The Class Action Litigation Summit (June 24-25 2004), “Effective Communication with Class
Members and Notification Issues.”
The Future of Class Action Litigation in America (October 2-3, 2003), “Communicating with Putative
or Actual Class Members: Rule 23(D) Orders and Ethical Issues, and Rule 23(B)(3) Notice
Communications.”
The Class Action Litigation Summit (June 26-27, 2003), "Communication with Class Members and
Notification Issues.”
National Consumer Law Center Consumer Class Action Symposium (2002), “Class Notices and
Settlement Administration in the 21st Century.”
The 6th Annual National Institute on Class Actions (2002), “Developments in the Settlement of Class
Litigation.”
3rd Annual Class Action/Mass Tort Symposium (October 25, 2002), “The ‘Notice’ Issue; How, Why,
When and Quantifying Notice Results.”
The 5th Annual National Institute on Class Actions (2001), “Developments in Class Action
Settlements.”
The Fourth Annual National Institute on Class Actions (2000), “Settlement of Class Actions: The Law,
Mechanics and Ethics.”
ABA National Institute on Class Actions (1999), “Settlement Techniques.”
Court Testimony & Depositions
Testimony
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Ahearn v. Fibreboard Corp., No. 6:93 cv526 (E.D. Tex.); Continental Casualty Co. v. Rudd, No. 6:94cv-458 (E.D. Tex.) (asbestos).
Colgan v. Leatherman Tool Group, Inc., No. BC247889; Wilson v. Leatherman Tool Group, Inc., No.
BC278713 (Cal. Super. Ct. Los Angeles County) (product representation).
Cox v. Shell Oil Co., No. 95-CV-2 (Tenn. Ch. Ct. Obion County) (polybutylene plumbing).
In re Swan Transportation Co., No. 01-11690 (Bankr. D. Del.) (asbestos).
In re Specialty Products Holding Corp., No. 10-11780 (Bankr. D. Del.) (asbestos).
Depositions
Ardoin v. Stine Lumber Co., No. 2001-004808, (La. 14th Jud. Dist. Ct. Calcasieu Parish) (pressuretreated wood).
Donovan v. Philip Morris USA, Inc., No. 06-CA-12234 (D. Mass.) (tobacco).
Engle v. RJ Reynolds Tobacco Co., No. 94-08273 (Fla. Cir. Ct. Dade County) (tobacco).
Georgine v. Amchem, 158 F.R.D. 314, 326 (E.D. Pa.) (asbestos).
Gross v. Chrysler Corp., No. 061170 (Md. Cir. Ct. Montgomery County) (ad positioning).
Harris v. Experian Information Solutions, Inc., No. 6:06-CV-01808 (D.S.C.); Harris v. Equifax
Information Servs. LLC, No. 6:06-CV-01810 (D.S.C.) (Fair Credit Reporting Act).
In re Bluetooth Headset Prods. Liability Litig., No. 2:07-1822 (C.D. Cal.) (Bluetooth headset).
In re Conagra Peanut Butter Products Liability Litig., No. 1:07 -1845 (N.D. Ga.) (food contamination).
In re Dow Corning, No. 95-20512 (Bankr. E.D. Mich.).
In re Nasdaq Market-Makers Antitrust Litig., MDL No. 1023 (S.D.N.Y.) (securities).
In re Pharmaceutical Industry Average Wholesale Price Litig., No. 01-CV-12257, MDL No. 1456 (D.
Mass.) (GlaxoSmithKline Settlement).
In re W.R. Grace & Co., No. 01-01139 (Bankr. D. Del.) (asbestos).
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In re Vioxx Litig., No. 619 (N.J. Super. Ct. Law Div.) (pharmaceutical).
Schwab v. Philip Morris USA Inc., No. 04-CV-1945 (E.D.N.Y) (RICO tobacco).
Solo v. Bausch & Lomb, Inc., MDL 1785 (D.S.C.) (product messaging).
Vassilatos v. Del Monte Fresh Produce Co., No. 50 2004CA 004066 (Fla. Cir. Ct. Palm Beach County);
Conroy v. Fresh Del Monte Produce, Inc., No. JCCP 4446 (Cal. Super. Ct. Alameda County)
(pineapples).
Judicial Comments
Ahearn v. Fibreboard Corp., No. 6:93 cv526 (E.D. Tex.); Continental Casualty Co. v. Rudd, No.
6:94cv458 (E.D. Tex.).
In approving the notice plan for implementation in the Ahearn and Rudd class actions in 1994, Judge
Parker stated, "I have reviewed the plan of dissemination, and I have compared them to my knowledge
at least of similar cases, the notices that Judge Weinstein has worked with [Agent Orange] and Judge
Pointer [Silicon Gel Breast Implants], and it appears to be clearly superior." - Chief Judge Robert M.
Parker (1994)
Azizian v. Federated Department Stores, Inc., No. 3:03 CV-03359 (N.D. Cal.).
“The notice was reasonable and the best notice practicable under the circumstances; was due, adequate
and sufficient notice to all class members; and complied fully with the laws of the United States and of
the Federal Rules for Civil Procedure, due process and any other applicable rules of court.” - Hon.
Sandra Brown Armstrong (2004)
Cobell v. Salazar, No. 1:96CV01285 (D.D.C.)
“I have never seen, and I handled the largest price-fixing case in the history of the United States, the In
re: Vitamins case, notice to the extent sent out in this case, . . . . I allowed them to provide notice in
every possible way, including personally going out and visiting all of the affected tribal areas. It is just
not a letter from Washington. It is a tremendous effort that was undergone, both by the plaintiffs
principally and some by the government, to not only give notice but to explain what happened . . . .
There is just no question that this was covered in all of the local papers constantly. It was covered in all
of the local advertising outlets. It was hard to miss. As a side note, I go to Montana two or three times a
year, and you could not miss…. I have already found that there is extensive and extraordinary notice
here. We even had a notice expert retained in how to do it properly.” - Hon. Thomas F. Hogan (June
2011)
“Notice met and in many cases exceeded the requirements of F.R.C.P. 23(c)(2) for classes certified
under F.R.C.P. 23(b)(1), (b)(2) and (b)(3). The best notice practicable has been provided class
members, including individual notice where members could be identified through reasonable effort.
The contents of that notice are stated in plain, easily understood language and satisfy all requirements
of F.R.C.P. 23(c)(2)(B).” - Hon. Thomas F. Hogan (July 2011)
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Collins v. Pension Benefit Guarantee Corp., No. 88-3406 (D.D.C.).
"The notice provided was the best notice practicable under the circumstances. Indeed, the record shows
that the notice given was consistent with the highest standards of compliance with Rule 23(e).” – Hon.
Richard Roberts (1996)
Cox v. Microsoft Corp., No. 105193/00 (N.Y. Sup. Ct. N.Y. County).
“The court finds that the combination of individual mailing, e-mail, website and publication notice in
this action is the most effective and best notice practicable under all the circumstances, constitutes due,
adequate and reasonable notice to all Class members and otherwise satisfies the requirements of CPLR
904, 908 and other applicable rules. The Settlement meets the due process requirement for class
actions by providing Class members an opportunity either to be heard and participate in the litigation
or to remove themselves from the Class.” - Hon. Karla Moskowitz (2006)
Cox v. Shell Oil Co., No. 95-CV-2 (Tenn. Ch. Ct. Obion County)
In the order approving the settlement of the polybutylene pipe class action, Chancellor Maloan stated,
“The Court finds the notice program is excellent. As specified in the findings below, the evidence
supports the conclusion that the notice program is one of the most comprehensive class notice
campaigns ever undertaken.” – Hon. W. Michael Maloan (1995)
Dick v. Sprint, No. 12-cv-00443 (W.D. Ky.)
“In sum, the notice in the case at bar is adequate under Fed. R. Civ. P. 23 and the standards of due
process. It was directed in reasonable manner to all prospective class members who would be bound by
the Settlement Agreement. Moreover, it fairly apprised the prospective class members of the terms of
the proposed Settlement Agreement and their options with respect to their decision whether to join the
class.” - Hon. Thomas B. Russell (2014)
Foothill/De Anza Community College District v. Northwest Pipe Co., No. CV-00-20749 (N.D. Cal.)
“The Court finds that the settling parties undertook a thorough and extensive notice campaign
designed by Kinsella/Novak Communications, Ltd., a nationally-recognized expert in this specialized
field. The Court finds and concludes that the Notice Program as designed and implemented provides
the best practicable notice to the Class, and satisfied requirements of due process.” - Hon. Jeremy Fogel
(2004)
Galanti v. The Goodyear Tire & Rubber Co., No. 03-209 (D.N.J.)
“The published notice, direct notice and Internet posting constituted the best practicable notice of the
Fairness Hearing, the proposed Amended Agreement, Class Counsels’ application for fees, expenses
and costs, and other matters set forth in the Class Notice and the Summary Notice. The notice
constituted valid, due and sufficient notice to all members of the Settlement Classes, and complied fully
with the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Constitution of the
United States, the laws of New Jersey and any other applicable law.”- Hon. Stanley R. Chesler (2004)
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Georgine v. Amchem, 158 F.R.D. 314, 326 (E.D. Pa.).
Judge Reed explained that the notice program developed by Kinsella “goes beyond that provided in
[previous cases]” and “the efforts here are more than adequate to meet the requirements of Rule
23(c)(2).” – Hon. Lowell A. Reed, Jr. (1993)
Higgins v. Archer-Daniels Midland Co., Second Judicial District Court, County of Bernalillo C-202CV-200306168 (N.M. 2d Jud. Dist. Bernalillo County)
“The Court finds that the form and method of notice given to the Settlement Class, including both
mailed notice to persons and firms for whom such notice was practical and extensive notice by
publication through multiple national and specialized publications, complied with the requirements of
Rule 1-023 NMRA 2006, satisfied the requirements of due process, was the best notice practicable
under the circumstances, and constituted due and sufficient notice of the Settlement Agreements and
their Final Approval Hearing, and other matters referred to in the Notice. The notice given to the
Settlement Class was reasonably calculated under the circumstances to inform them of the pendency of
the actions involved in this case, of all material elements of the proposed Settlements, and of their
opportunity to exclude themselves from, object to, or comment on the Settlements and to appear at the
Final Approval Hearing.” - Hon. William F. Lang (2006)
In re Comcast Corp. Peer-to-Peer (P2P) Transmission Contract Litig., MDL 1992, No. 2:08-MD-1992
(E.D. Pa.)
"The notice program here was extensive and wide reaching."
"The Court finds that the form, substance, manner and timing of the notice to the Settlement Class of
the pendency of the action as a class action and of the terms and conditions of the proposed Settlement
constituted the best notice practicable under the circumstances and satisfied the requirements of due
process, Federal Rules of Civil Procedure, and any other applicable law or requirement." - Hon.
Legrome D. Davis (2010)
In re Compact Disc Minimum Advertised Price Antitrust Litig., MDL No. 1361 (D. Me.).
In approving the notice plan for implementation in the Compact Disc Minimum Advertised Price
Antitrust Litigation, Judge D. Brock Hornby stated, “(the plan) provided the best practicable notice
under the circumstances and complied with the requirements of both 15 U.S.C. 15c(b) (1) . . . the
notice distribution was excellently designed, reasonably calculated to reach potential class members, and
ultimately highly successful in doing so.” - Hon. D. Brock Hornby (2002/2003)
In re Flonase Antitrust Litig., No. 08-3301 (E.D. Pa.)
“The notice provided was the best notice practicable under the circumstances and included individual
notice to those members of the Settlement Class whom the parties were able to identify through
reasonable efforts. The Court finds that Notice was also given by publication in multiple publications
as set forth in the Declarations of Daniel Coggeshall and Katherine Kinsella dated May 1, 2013. Such
notice fully complied in all respects with the requirements of Rule 23 of the Federal Rules of Civil
Procedure and due process of law.”- Hon. Anita B. Brody (2013)
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In re International Air Transportation Surcharge Antitrust Litig., No. M 06-1793, MDL No. 1793
(N.D. Cal.).
In approving the notice plan in this litigation that involved a proposed settlement of more than $200
million for U.S. and U.K. class members, U.S. District Judge Charles Breyer repeatedly praised KNC:
“I think the notice is remarkable in this case. . . . This is brilliant. This is the best notice I've seen since
I've been on the bench. . . . Turning back to the settlement, again I want to applaud the parties for the
notice. I mean it's amazing. You know, it really is good. And I don't know where this person practices,
I don't even know that she's a lawyer. But she really did a good job on this announcement, this notice.
So thank you very much. . . . And I once again want to express my sincere appreciation of the notice. I
mean, I was just extraordinarily impressed. Extraordinarily impressed.” - Hon. Charles Breyer (2008)
In re Jamster Marketing Litig., MDL 1751, No. 05-cv-0819
"Based on the Motion for Final Approval, the Court finds that the distribution of the Notice and
Claim Form were materially implemented to all Class Members in accordance with Federal Rule of
Civil Procedure 23(c)(2)(B), with the terms of the Settlement Agreement and the Preliminary
Approval Order." - Hon. Jeffrey T. Miller (2010)
In re Lawn Mower Engine Horsepower Marketing and Sales Litig., No. 2:08-md-01999 (E.D. Wis.)
“The form, content and manner of notice disseminated to the Class was the best notice practicable
under the circumstances, included individual notice to all members of the Class identified through
reasonable effort, and constituted due and sufficient notice of the proposed settlement, Settlement
Hearing, and related matters. The Notice Plan complied with the Order of Preliminary Approval, the
requirements of Fed. R. Civ. P. 23(c) and (e), and applicable standards of due process. Appropriate
proof of the mailing of the Postcard Notice and the publication of the Summary Notice has been filed
with the Court.” - Hon. Lynn Aderman (2010)
In re M3Power Razor System Marketing & Sales, No. 05-11177, MDL No. 1704 (D. Mass.)
“The form, content, and method of dissemination of the notice give to the Settlement Class were
adequate and reasonable, and constituted the best notice practicable under the circumstances. The
notice given, provided valid, due, and sufficient notice of the proposed settlement, the terms and
conditions set forth in the Amended Settlement Agreement, and those proceedings to all Persons
entitled to such notice, and said notice fully satisfied the requirements of Rule 23 of the Federal Rules
of Civil Procedure and due process.” - Hon. Douglas Woodlock (2011)
In re Municipal Derivatives Antitrust Litig., No. 08 Civ. 2516, MDL No. 1950 (S.D.N.Y.)
“This notice program fully complied with Fed. R. Civ. P. 23 and the requirements of due process. It
provided due and adequate notice to the Class.” - Hon. Victor Marrero (2011)
In re Pre-filled Propane Tank Marketing and Sales Practices Litig., MDL No. 2086, No. 09-2086 (W.D.
Mo.)
“Counsel verified that the mailing, publication, and affixed notices conformed to the preliminary
approval Order. The Court finds that the notice program fully complied with Rule 23 of the Federal
Rule of Civil Procedure and the requirements of due process, providing to the Class the best notice
practicable under the circumstances.” - Hon. Gary A. Fenner (2010)
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In re The Celotex Corp., Nos. 90-10016-8B1 and 90-10017-8B1 (Bankr. M.D. Fla.).
“...all counsel should be complimented on the fact that they have gone to every possible conceivable
method of giving notice from putting it on TV and advertising it in papers..... the record should also
reflect the Court’s appreciation to Ms. Kinsella for all the work she’s done, not only in pure noticing,
but ensuring that what noticing we did was done correctly and professionally.” - Hon. Thomas E.
Baynes, Jr. (1996)
In re Western States Wholesale Natural Gas Antitrust Litig., No. CV-03-1431, MDL No. 1566, (D.
Nev) (natural gas).
“This notice program fully complied with Federal Rule of Civil Procedure 23 and the requirements of
due process. It provided to the MDL Class the best notice practicable under the circumstances.” Hon. Philip M. Pro (2007)
Johns-Manville Corp. 68 B.R. 618, 626 (Bankr. S.D.N.Y. 1986), aff'd, 78 B.R. 407 (S.D.N.Y. 1987),
aff'd sub nom. Kane v. Johns-Manville Corp. 843 F.2d. 636 (2d Cir. 1988).
In approving the notification plan in the Johns-Manville Bankruptcy Reorganization, the court referred
to it as "an extensive campaign designed to provide the maximum amount of publicity ... that was
reasonable to expect of man and media." - Hon. Burton Lifland (1996/1998)
Keepseagle v. Vilsack, No. 99–3119 (D.D.C.)
“I’m not going to review in detail the exhaustive notice plan created and implemented by Plaintiffs’
counsel at this time. For those interested, I invite you to examine the several motions on the docket
relating to notice with affidavits from Kinsella Media, who class counsel have hired as Notice
Administrators.” - Hon. Emmet G. Sullivan (2011)
“In my view, the notice program was excellent and it persuades the Court that the parties worked
extremely hard to notify the entire class about the settlement so that as many class members as possible
can obtain monetary and other relief under the settlement.” - Hon. Emmet G. Sullivan (2011)
Lovelis v. Titeflex Corp., No. CIV-2004-211 (Ark. 9th Cir. Ct. Clark Co.)
“Accordingly, the Notice as disseminated is finally approved as fair, reasonable, and adequate notice
under the circumstances. The Court finds and concludes that due and adequate notice of the pendency
of this Action, the Stipulation, and the Final Settlement Hearing has been provided to members of the
Settlement Class, and the Court further finds and concludes that the Notice campaign described in the
Preliminary Approval Order and completed by the Parties complied fully with the requirements of
Arkansas Rule of Civil Procedure 23 and the requirements of due process under the Arkansas and
United States Constitutions. The Court further finds that the Notice campaign undertaken concisely
and clearly states in plain, easily understood language:
(a.)
the nature of the action;
(b.)
the definition of the class certified;
(c.)
the class claims, issues or defenses;
(d.)
that a Class Member may enter an appearance and participate in person or through
counsel if the member so desires;
14
Case 10-31607
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(e.)
that the Court will exclude from the class any member who requests exclusion, stating
when and how members may elect to be excluded; and
(f.)
the binding effect of the Final Order and Judgment on Class Members.”
Hon. John A. Thomas (2007)
Naef v. Masonite Corp., No. CV-94-4033 (Ala. Cir. Ct. Mobile County)
“In November, 1997, the Court approved a massive Notice Program to apprise class members of the
class action Settlement, including the individually mailed, notices, publication notice and notification
by way of other avenues nationally and locally. This Notice Program was designed by recognized
experts, approved by the mediator and the Court, and implemented diligently by the parties, at
defendants’ cost. It provided the best notice practicable to the Class, comports with due process, and
was clearly adequate under Alabama Rule of Civil Procedure 23(e), the United States Constitution, and
other applicable law.” - Hon. Robert G. Kendall (1997)
Yarrington v. Solvay Pharmaceuticals, Inc., No. 09-CV-2261 (D. Minn.)
“Kinsella Media, LLC designed a comprehensive program for providing notice to the Settlement Class,
which was approved by the Court on September 18, 2009. It was fully implemented in accordance with
the Court’s Order.” - Hon. Richard H. Kyle (2010)
Education and Experience
Education
BA and MA from Simmons College, Boston, MA
Related Experience
Senior Vice President, The Kamber Group
Washington, DC
1981 - 1993
Prior to establishing her own business, Kinsella was Senior Vice President and Director of Marketing
and Advertising for The Kamber Group -- the largest independently owned communications company
in Washington, D.C. In that capacity, she handled national advertising, direct mail and marketing
clients.
During her twelve years at The Kamber Group, she also served as Director of the Public Affairs
Division, which included the firm's public relations, marketing, corporate communications and
advertising operations.
Advertising and marketing clients included: American Federation of Government Employees,
American Satellite Company, American University, Amnesty International, Consumers United
Insurance Company, Diabetes Research Institute, Human Rights Campaign Fund, Huntsman
Chemical Company, National Association of Homebuilders, National Cooperative Bank, National
Education Association, PEPCO, Polystyrene Packaging Council, United Food and Commercial
15
Case 10-31607
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Workers, Union Labor Life Insurance company, US Committee for UNICEF, World Resources
Institute.
Supplementary Background
Kinsella is a former board member of Children of the Americas, a former Trustee of the Washington
International School and a past president of the board of Co-op America, a progressive non-profit
marketing association she helped found.
Ms. Kinsella is also experienced in small book publishing and marketing and was the associate producer
of a documentary film that aired internationally. Earlier in her career, she directed a lecture and
performing arts agency in Boston representing such speakers as author Tom Wolfe, Peter Jennings and
Dr. Margaret Mead.
16
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EXHIBIT B
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Legal Notice
ase 10-31607
If You Worked With or Around Garlock or Anchor
Asbestos-Containing Gaskets or Packing
A Bankruptcy May Affect Your Rights
There is a bankruptcy proceeding involving
claims about exposure to certain asbestoscontaining products. The Debtors - Garlock
Sealing Technologies LLC, The Anchor Packing
Company, and Garrison Litigation Management
Group, Ltd. - have filed a plan of reorganization to
restructure their business and pay claims.
Who is Affected?
Your rights may be affected if you:
•Worked with or around Garlock or Anchor
asbestos-containing gaskets, packing, or any
other asbestos-containing product for which
Debtors are responsible, or
•Have a claim now or in the future against the
Debtors for asbestos-related disease caused by
any person’s exposure to these products. Even
if you have not yet been diagnosed with any
disease or experienced any symptoms, your
rights may be affected.
What Does the Plan of Reorganization Provide?
The Plan proposes to use $275 million to pay in
full, all pending and future asbestos claimants
(“GST Asbestos Claimants”) against Garlock and
Garrison. Garlock will contribute $245 million.
Garlock’s parent, Coltec Industries, Inc. will
provide $30 million.
The $275 million will be held in part by a trust
known as the GST Settlement Facility, and in part
by a reorganized Garrison.
There are three ways to get money:
•Convenience Class Claim Option – Receive
$100 in full payment.
•Settlement Option – Receive settlements based
on predetermined, objective criteria.
•Litigation Option – Litigate claims against
Garrison and, if they obtain judgments, be paid
in full.
Any GST Asbestos Claimant who has not yet been
diagnosed with any disease or experienced any
symptoms is represented by the Court-appointed
Future Claimants Representative, and will be
treated like any other GST Asbestos Claimant.
If approved, the Plan will prohibit the filing of any
asbestos-related claim against Garlock, Coltec or
affiliated companies. Claimants against Anchor
are not expected to recover anything as the
company has no assets and will be dissolved.
Voting Procedures for Asbestos Claimants
GST Asbestos Claimants can vote on the Plan.
The “ Solicitation Package” - the Plan, Voting
Ballot and other information - will be sent to all
identifiable attorneys for GST Asbestos Claimants
or Claimants directly. The Future Claimants
Representative will vote on behalf of all holders of
future claims, who as of now are unknown.
Deadline for Voting
All Ballots must be received by 4:00 p.m., Eastern
time, on [____________ ____,] 2014.
Other Rights
You have a right to object to the Plan or the
adequacy of the Future Claimants Representative.
To object you must follow the procedures outlined
in the Solicitation Package. Your objection must
be in writing, filed with the Court, and received
by 4:00 p.m. (Eastern Time) on _____________
__, 2014.
A hearing to consider confirmation of the Plan will
begin at 10:00 a.m. Eastern Time on July 15, 2015,
at the US Bankruptcy Court, Western District of
North Carolina, 401 West Trade Street, Charlotte,
NC 28202.
Effect of Not Voting
The purpose of this notice is to inform you about
the Plan and your rights. You are not required to
file a proof of claim at this time, unless you had a
settlement agreement with Garlock before June 5,
2010. Read the Solicitation Package carefully to
understand your voting rights.
For a Solicitation Package, Voting Ballot and More Information
Visit: www._________.com/______ Call: (___) ___-____
De
Case 10-31607
EXHIBIT C
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Case 10-31607
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[Date]
Dear :
As you may be aware, a bankruptcy case involving Garlock Sealing Technologies LLC
has been filed in federal court. Garlock and its related Debtors manufactured asbestoscontaining gaskets and packing used extensively in industries where hot liquid was
moved through pipes. We are requesting your assistance in notifying current or former
members who may have been exposed to Garlock’s asbestos-containing products in
industrial workplaces such as oil refineries, steel mills, and shipbuilding sites.
Your union has been identified as having current or former members who may be affected
by this case. It is important that all members are notified of the bankruptcy proceedings
and we would be grateful for your assistance in notifying them. Enclosed you will find a
short one-page notice, which provides additional information about the proceedings.
Please use this information in your union’s journal, magazine, newsletter, or any other
communication vehicles that reach your members.
You
can
also
obtain
further
information
and
materials
by
visiting
www.InsertAddressHere.com or calling 1-8XX-XX-XXXX. We will be in touch with
you by telephone to answer any questions.
Sincerely,
Official Claims Agent
Case 10-31607
EXHIBIT D
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Case 10-31607
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TRADE UNIONS WHOSE MEMBERSHIP IS MOST LIKELY TO HAVE BEEN
EXPOSED TO ASBESTOS PRODUCTS
Atlantic Independent Union
•
•
•
Membership: 240
Local Affiliates: 1
Refinery and chemical plant workers, truck drivers, maintenance workers and
janitors.
Glass, Molders, Pottery, Plastics & Allied Workers International Union
•
•
•
Membership: 28,000
Local Affiliates: 250
The broad scope of industries (glass, molders, plastics, pottery, cast metals,
fiberglass, defense, fine china, glass and plastic containers, insulation and
sanitary-ware industries as well as workers in government, healthcare and a
variety of other industries).
International Association of Heat and Frost Insulators and Allied Workers
•
•
•
Membership: 30,000
Represents craftsmen in a series of construction trades; work as insulators,
extensively with Asbestos. Removal and proper disposal of any type of asbestos
abatement and lead abatement can include acoustic ceilings, furnace
insulations, HVAC ducts, piping, sprayed-on fire proofing, and sound insulation,
floor and ceiling tiles.
The International Association of Bridge, Structural, Ornamental and Reinforcing
Iron Workers
•
•
•
Membership: 120,000
Includes construction workers who work with marquees, canopies, stage
equipment, bridge and overpass railings.
International Association of Machinists and Aerospace Workers
•
•
•
Membership: 576,900
Local Affiliates: 1,196
Includes machinists and aerospace workers to railroad builders and woodworkers.
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International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths,
Forgers & Helpers (Includes: United Cement, Lime, Gypsum and Allied International
Union)
•
•
•
Membership: 60,000
Construct boilers in buildings and on ships.
International Brotherhood of Electrical Workers
•
•
•
Membership: 660,600
Conduct all types of electrical work, including installation and utility work.
International Union of Painters and Allied Trades
•
•
•
Membership: 160,000
Local Affiliates: Over 400
Commercial and residential painters.
products.
Produce paint, carpet and linoleum
International Union of Bricklayers and Allied Craftworkers (Includes: United Brick
and Clay Workers of America)
•
•
•
Membership: 77,800
Work as bricklayers on construction sites.
International Union of Electronic, Electrical, Salaried, Machine and Furniture
Workers (Division of Communication Workers of America)
•
•
•
Members: 45,000
Affiliates: 350
Manufacturing and industrial workers in a wide range of industries including
automotive, aerospace, furniture, and appliances.
The International Union of Operating Engineers
•
•
•
Membership: 380,750
Represents operating engineers, who work as heavy equipment operators,
mechanics, and surveyors in the construction industry, and stationary engineers,
who work in operations and maintenance in building and industrial complexes,
and in the service industries. Also represents nurses and other health industry
Page 2 of 5
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workers as well as significant numbers of public employees engaged in a wide
variety of occupations.
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America
•
•
•
Membership: 390,000 active members and more than 600,000 retired members
UAW represented workplaces ranging from multinational corporations, small
manufacturers and state and local governments to colleges and universities,
hospitals and private non-profit organizations.
Laborers' International Union of North America (Formerly: International
Hod Carriers, Building and Common Laborers Union of America and Journeyman
Stonecutters Association of North America)
•
•
•
Membership: 571,000
Work in a wide variety of occupations including nuclear waste cleanup, mail
handling and tunnel construction. A majority of their members work as laborers
on construction sites.
Industrial Union od Marine and Shipbuilding Workers of America (Part of the
International Association of Machinists and Aerospace Workers)
•
•
•
Membership: 8,000
National District: 1
Merged with the "International Association of Machinists" in 1988. Members
work in the shipbuilding industry.
Seafarers International Union of North America (Includes National Maritime Union
of America)
•
•
•
Membership: 31,600
Represents professional merchant mariners sailing aboard U.S.-flag vessels in the
deep sea. Includes work aboard a wide variety of vessels, including commercial
containerships and tankers, military support ships, tugboats and barges, passenger
ships, gaming vessels and many more.
Operative Plasterers' and Cement Masons' International Association of the United
States and Canada
•
•
•
Membership: 38,500
Work as cement masons, dry-wall workers and in plastering and cement masonry.
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Paper, Allied-Industrial, Chemical and Energy Workers International Union
(Merged with United Steel Workers of America)
•
•
•
Membership: 245,000
Local Affiliates: 1,500
Represents people who refine oil in the United States and make chemicals,
nuclear materials, pharmaceuticals, automobile and truck parts, appliances, small
engines, motorcycles, boxes, tissues, toys, cement, corn sugar and many other
products.
Service Employees International Union (Includes: International Brotherhood of
Fireman, Oilers and Powerhouse Maintenance)
•
•
•
Membership: 1,876,800
Represents workers in the healthcare, property services, and public services
sectors. Includes a wide variety of occupations including janitors, nurses, bus
drivers, police personnel, and education workers.
Sheet Metal Workers' International Association
•
•
•
Membership: 106,000
Install sheet metal products on job sites including air ducts, heating-ventilation-air
conditioning work and solar panels.
United Rubber, Cork, Linoleum & Plastic Workers of America (URW)
(Part of United Steelworkers of America)
•
•
•
Membership: 98,000
Represents rubber workers: vehicle tires, plastics, synthetic resins, rubber &
plastic commercial and consumer products.
UNITE HERE (Formerly the Union of Needletrades, Industrial and Textile Employees
(UNITE))
•
•
•
Membership: 251,000
Includes workers who sew and ship clothing and other textile products.
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United Association of Journeymen and Apprentices of the Plumbing and Pipe
Fitting Industry of the United States and Canada
•
•
•
Membership: 300,000
Represents members in the plumbing, pipefitting, refrigeration, and fire sprinkler
industry.
United Brotherhood of Carpenters and Joiners of America (Includes: International
Union of Wood, Wire and Metal Lathers and Tile, Marble, Terazzo, Finishers,
Shopworkers and Granite Cutters International Union)
•
•
•
Membership: 415,800
Members work as residential and commercial carpenters.
United Steelworkers
•
•
•
Members: 614,000
Affiliates: 1800 (U.S., Canada, Caribbean)
Represents members in a number of industries, including steelworkers.
United Union of Roofers, Waterproofers & Allied Workers (Formerly: United Slate,
Tile and Composition Roofers, Damp and Waterproof Workers Association)
•
•
•
Membership: 22,000
Represents members who apply all types of roofing and waterproofing systems.
Utility Workers Union of America
•
•
•
Membership: 50,000
Includes workers employed in and around energy, electric, gas, steam, water,
telecommunications, generation, services, and related industries and
organizations.
Workers United
•
•
•
Membership: 291,600
Includes workers in the textile industry.
Page 5 of 5
Case 10-31607
EXHIBIT E
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Research
Parade Circulation
February 2014
State
Alabama
Alaska
Arizona
Arkansas
California
32 million circulation
2014
Households
1,915,168
244,515
2,482,549
1,167,625
13,003,522
Parade
Parade HH
City
Circulation
% Cov
388,255
62,254
290,347
239,409
3,993,636
Newspaper Name
Newspaper
Circulation
20%
Alexander City
Anniston
Athens
Birmingham
Cullman
Gadsden
Huntsville
Mobile
Selma
Talladega
Tuscaloosa
The Outlook
The Anniston Star
The Athens News Courier
The Birmingham News
The Cullman Times
The Gadsden Times
The Huntsville Times
Press-Register
The Selma Times-Journal
The Daily Home
The Tuscaloosa News
4,000
17,033
5,353
154,439
8,370
14,836
54,695
88,966
5,016
6,867
28,680
Anchorage
Fairbanks
Juneau
Kenai
Anchorage Daily News
Fairbanks Daily News-Miner
Juneau Empire
Peninsula Clarion
Cottonwood
Flagstaff
Kingman
Lake Havasu
Mesa/Scottsdale
Prescott
Sun City
Tucson
Yuma
Verde Independent & The Bugle
Arizona Daily Sun
The Kingman Daily Miner
Today's News-Herald
East Valley Tribune
The Daily Courier
News-Sun
The Arizona Daily Star
The Sun
3,293
9,356
6,381
8,946
120,013
22,207
5,397
102,781
11,973
Arkadelphia
Blytheville
Conway
El Dorado
Fayetteville
Helena
Hope
Little Rock
Stuttgart
Daily Siftings Herald
Blytheville Courier News
Log Cabin Democrat
Sunday News
Northwest Arkansas Democrat Gazette
The Daily World
Hope Star
Arkansas Democrat-Gazette
Stuttgart Daily Leader
1,506
2,290
6,996
12,044
57,539
1,783
1,279
154,640
1,332
Bakersfield
El Centro
Fairfield
Fresno
Hanford
La Fin De Semana
Lompoc
Marysville
Merced
Modesto
Napa
The Bakersfield Californian
Imperial Valley Press
Daily Republic
The Fresno Bee
The Sentinel
Los Angeles Times
Lompoc Record
Appeal-Democrat
Merced Sun-Star
The Modesto Bee
Register
25%
41,631
12,179
3,749
4,695
12%
21%
31%
Page 1 of 13
42,393
7,805
18,096
149,926
7,129
1,613,954
2,946
12,328
26,597
89,588
11,030
Case 10-31607
State
Colorado
Connecticut
Delaware
Florida
2014
Households
2,088,786
1,382,023
353,889
7,745,844
Parade
Parade HH
City
Circulation
% Cov
Palmdale
Porterville
Redding
Ridgecrest
Riverside
Sacramento
San Diego Tmc
San Francisco
San Luis Obispo
Santa Ana
Santa Barbara
Santa Maria
Santa Rosa
Sonora
Stockton
Ventura
Victorville
Yreka
694,650
313,544
15,460
2,371,973
Newspaper Name
Antelope Valley Press
Recorder
Record Searchlight
Daily Independent
The Press Enterprise
The Sacramento Bee
The San Diego Union-Tribune
San Francisco Chronicle
The Tribune
The Orange County Register
Santa Barbara News-Press
Santa Maria Times
The Press Democrat
The Union Democrat
The Record
Ventura County Star
Daily Press
Siskiyou Daily News
Desc
Newspaper
Circulation
18,638
5,667
21,112
4,472
116,849
288,289
499,918
385,116
39,973
356,726
57,173
16,413
53,504
9,598
48,271
63,110
22,824
4,191
33%
Boulder
Canon City
Colorado Springs
Denver
Grand Junction
Longmont
Loveland
Montrose
Pueblo
Trinidad
Sunday Camera
Canon City Daily Record
The Gazette
The Denver Post
The Daily Sentinel
Times-Call
Reporter-Herald
Montrose Daily Press
The Pueblo Chieftain
The Chronicle-News
22,373
3,872
96,519
470,981
24,457
14,563
17,737
4,723
37,362
2,063
Bridgeport
Danbury
Greenwich
Manchester
Meriden
Middletown
New Britain
New Haven
New London
Norwich
Stamford
Torrington
Waterbury
Connecticut Post
The News-Times
Time
Journal Inquirer
Record-Journal
The Middletown Press
Herald Press
New Haven Register
The Day
Bulletin
The Advocate
The Register Citizen
Republican
54,541
21,176
7,582
31,165
16,155
2,532
8,460
65,612
26,127
16,304
15,067
3,806
45,017
Dover
State News Sunday
15,460
Bradenton
Cape Coral
Daytona Beach
Ft Walton Beach
Gainesville
Jacksonville
Lake City
Lakeland
Live Oak
Miami
Miami/El
Naples/Bonita
Bradenton Herald
Cape Coral Daily Breeze
News-Journal
Northwest Florida Daily News
The Gainesville Sun
Jacksonville Times-Union
Lake City Reporter
The Ledger
Live Oak Suwannee Democrat
The Miami Herald
El Nuevo Herald
Daily News
23%
4%
31%
Page 2 of 13
49,735
37,421
76,013
25,346
44,545
419,917
8,059
51,713
4,337
298,264
63,179
47,085
Case 10-31607
State
Georgia
Hawaii
Idaho
Illinois
2014
Households
3,734,149
473,753
598,426
4,886,207
Parade
Parade HH
City
Circulation
% Cov
Ocala
Orlando El Sentinel
Orlando Select
Panama City
Panama City/Weeklies
Sarasota
St Augustine
St Petersburg
Stuart
Tampa
The Villages
West Palm Beach
1,108,536
17,547
187,503
1,826,071
Newspaper Name
Star-Banner
El Sentinel
Go Shopping, Orlando
The News Herald
Washington County News
Herald-Tribune
St. Augustine Record
Tampa Bay Times
Treasure Coast News
The Tampa Tribune
Daily Sun
The Palm Beach Post
Desc
Newspaper
Circulation
44,191
125,756
111,000
21,603
23,772
88,158
15,327
349,874
69,513
200,153
40,702
156,310
30%
Americus
Athens
Atlanta TMC
Augusta
Columbus
Cordele
Hinesville
Macon
Milledgeville
Moultrie
Richmond Hill
Rome
Savannah
Statesboro
Thomasville
Tifton
Valdosta
Americus Times-Recorder
Athens Banner-Herald
The Atlanta Journal-Constitution
The Augusta Chronicle
Columbus Ledger-Enquirer
Cordele Dispatch
Liberty County Coastal Courier
The Telegraph
The Milledgeville Union-Recorder
The Moultrie Observer
Bryan County News
Rome News-Tribune
Savannah Morning News
Statesboro Herald
Thomasville Times-Enterprise
The Tifton Gazette
The Valdosta Daily Times
2,758
17,157
662,292
177,974
48,205
3,157
5,176
72,175
7,018
4,520
2,426
13,171
58,792
7,059
7,244
5,697
13,715
Wailuku
The Maui News
17,547
Boise
Idaho Falls
Lewiston/Clarkson
Nampa/Caldwell
Pocatello
Rexburg
Twin Falls
Idaho Statesman
Post Register
Lewiston Morning Tribune
Idaho Press-Tribune
Idaho State Journal
Standard Journal
The Times-News
77,624
23,275
23,759
25,208
16,556
4,008
17,073
Alton
Belleville
Bloomington
Canton
Carbondale
Carmi
Champaign/Urbana
Chicago
Decatur
Edwardsville
Effingham
Eldorado
Freeport
Galesburg
Harrisburg
Jacksonville
Kankakee
The Telegraph
Belleville News-Democrat
The Pantagraph
The Daily Ledger
The Southern Illinoisan
Carmi Times
The News-Gazette
Chicago Tribune
Herald & Review
Edwardsville Intelligencer
Effingham Daily News
Daily Journal
The Journal Standard
The Register-Mail
Daily Register
Jacksonville Journal-Courier
Daily Journal
4%
31%
37%
Page 3 of 13
18,153
72,296
35,886
3,272
27,826
2,404
39,366
1,235,043
39,666
3,310
9,267
500
7,809
8,772
2,125
9,628
22,089
Case 10-31607
State
Indiana
Iowa
Kansas
2014
Households
2,537,312
1,242,902
1,135,193
Parade
Parade HH
City
Circulation
% Cov
Kewanee
Macomb
Moline
Monmouth
Mount Vernon
Olney
Ottawa
Pekin
Peoria
Pontiac
Quincy
Rockford
Springfield
475,762
282,819
244,277
Newspaper Name
Star Courier
The Macomb Journal
Dispatch/Rock Island Argus
Daily Review Atlas
Mt. Vernon Register-News
Daily Mail
The Times
Pekin Daily Times
Journal Star
Daily Leader
Quincy Herald-Whig
Register Star & Yes
The State Journal-Register
Desc
Newspaper
Circulation
3,438
2,898
33,770
1,419
5,593
2,653
14,168
5,492
77,920
2,500
18,805
66,036
53,967
19%
Anderson
Batesville
Bloomington/Bedford
Columbus
Evansville
Fort Wayne
Franklin
Goshen
Greenfield
Greensburg
Kokomo
Lebanon
Logansport
Mooresville/Decatur
Munster/Lake Co/Valp
New Albany
Rushville
Seymour
South Bend
Terre Haute
The Herald Bulletin
The Batesville Herald Tribune
The Herald Times
The Republic
Evansville Courier & Press
The Journal Gazette
Daily Journal
The Goshen News
Daily Reporter
Greensburg News
Kokomo Tribune
The Lebanon Reporter
Pharos-Tribune
Reporter-Times
Times Of Northwest Indiana
The Evening News & The Tribune
Rushville Republican
The Tribune
South Bend Tribune
Tribune-Star
18,388
2,275
31,622
17,107
59,531
81,818
12,999
9,070
8,109
3,750
19,491
4,329
8,746
2,895
84,826
10,133
2,413
5,805
71,186
21,269
Ames
Boone
Cedar Rapids
Clinton
Davenport
Dubuque
Fort Dodge
Knoxville
Marshalltown
Mason City
Muscatine
Oskaloosa
Ottumwa
Sioux City
Waterloo
The Tribune
Boone News-Republican
The Gazette
Clinton Herald
Quad-City Times
Telegraph-Herald
The Messenger
Knoxville Journal Express
Times-Republican
Globe-Gazette
Muscatine Journal
Oskaloosa Herald
The Ottumwa Courier
Sioux City Journal
The Courier
9,199
1,937
53,608
9,450
50,924
28,509
14,137
1,917
7,399
16,082
4,982
2,368
9,860
32,260
40,187
Dodge City
El Dorado
Garden City
Great Bend
Hays
Hutchinson
Manhattan
McPherson
Dodge City Globe
El Dorado Times
The Garden City Telegram
Great Bend Tribune
The Hays Daily News
Hutchinson News
The Manhattan Mercury
McPherson Sentinel
3,137
3,275
5,800
5,245
8,882
24,614
8,021
2,505
23%
22%
Page 4 of 13
Case 10-31607
State
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
2014
Households
1,751,048
1,785,268
561,966
2,220,788
2,612,980
3,899,329
Parade
Parade HH
City
Circulation
% Cov
Newton
Ottawa
Pittsburg
Pratt
Salina
Topeka
Wellington
Wichita
209,493
307,556
111,904
538,053
609,066
1,002,959
Newspaper Name
Kansan
The Ottawa Herald
Morning Sun
The Pratt Tribune
Salina Journal
Topeka Capital-Journal
Wellington News
The Wichita Eagle
Desc
Newspaper
Circulation
4,200
3,613
5,094
1,550
22,197
34,670
1,600
109,874
12%
Ashland
Bowling Green
Corbin
Danville
Elizabethtown
Glasgow
Henderson
Lexington
London
Maysville
Somerset
Winchester
The Independent
Daily News
Corbin Times-Tribune
The Kentucky Advocate
The News Enterprise
The Glasgow Daily Times
The Gleaner
Herald-Leader
The London Sentinel-Echo
The Ledger Independent
Commonwealth Journal
The Winchester Sun
13,510
21,709
4,985
7,174
17,467
6,680
8,284
106,102
7,131
5,909
7,463
3,079
Bastrop
Baton Rouge
Crowley
Deridder
Eunice
Franklin
Houma
Lake Charles
Leesville
Morgan City
New Orleans
Ruston
Sulphur
Bastrop Daily Enterprise
The Advocate
The Crowley Post-Signal
Beauregard Daily News
Meridional
The Banner Tribune
The Courier
American Press
The Leesville Daily Leader
The Daily Review
The Times-Picayune
The Ruston Daily Leader
Southwest Daily News
2,294
100,046
3,800
1,797
10,232
2,146
14,273
29,737
1,407
4,733
130,881
5,000
1,210
Augusta
Lewiston
Portland
Waterville
Kennebeck Journal
Sun Journal
Maine Sunday Telegram
Morning Sentinel
Baltimore
Cumberland
Easton
Elkton
Frederick
Hagerstown
The Sun
Cumberland Times-News
Star-Democrat
Cecil Whig
News-Post
The Herald-Mail Newspapers
427,405
22,445
15,027
13,455
31,243
28,478
Boston
Hyannis/Cape Cod
New Bedford
Springfield
Worcester
Boston Sunday Globe
Sunday Cape Cod Times
Sunday Standard-Times
Republican
Sunday Telegram
382,493
43,186
29,722
92,535
61,130
Adrian
Ann Arbor
The Daily Telegram
Annarbor.Com
17%
20%
9,836
25,229
64,569
12,270
24%
23%
26%
Page 5 of 13
12,977
29,464
Case 10-31607
State
Minnesota
Mississippi
2014
Households
2,147,611
1,131,471
Parade
Parade HH
City
Circulation
% Cov
Bad Axe
Bay City
Cadillac
Cheboygan
Coldwater
Dearborn
Flint
Gaylord
Grand Rapids TMC
Hillsdale
Holland
Ionia
Jackson
Kalamazoo
Lapeer
Marquette
Midland
Monroe
Mount Clemens
Mount Pleasant
Muskegon
Petoskey
Pontiac
Royal Oak
Saginaw
Sault Ste. Marie
Shelby Township
Southgate
Sturgis
Traverse City
1,001,947
146,246
Newspaper Name
Huron Daily Tribune
The Bay City Times
News
Tribune
Reporter
Press & Guide
The Flint Journal
Gaylord Herald-Times
The Grand Rapids Press
Daily News
Sentinel
Sentinel-Standard
Citizen Patriot
Kalamazoo Gazette
The County Press
The Mining Journal
The Midland Daily News
The Monroe Sunday News
The Macomb Daily
Morning Sun
The Muskegon Chronicle
Petoskey News-Review
The Oakland Press
The Daily Tribune
The Saginaw News
The Evening News
Advisor & Source Newspapers
The News-Herald
Journal
Record-Eagle
Desc
Newspaper
Circulation
4,838
27,362
7,374
4,239
3,839
11,011
56,844
4,422
296,797
4,125
17,318
1,662
23,225
45,914
10,670
13,163
12,773
18,419
55,661
8,098
29,766
7,994
65,318
5,002
30,786
5,012
114,974
43,122
4,781
26,009
47%
Albert Lea
Austin
Bemidji
Brainerd
Crookston
Duluth
Faribault
Grand Rapids
Hibbing
Mankato
Minneapolis
New Ulm
Northfield
Owatonna
Red Wing
Rochester
St Paul
Virginia
Waseca
Willmar
Winona
Worthington
Albert Lea Tribune
Austin Daily Herald
The Bemidji Pioneer
Brainerd Dispatch
Crookston Daily Times
Duluth News-Tribune
Faribault Daily News
Grand Rapids Herald-Review
The Hibbing Daily Tribune
The Free Press
Star Tribune
The Journal
Northfield News
Owatonna People's Press
Red Wing Republican Eagle
Post-Bulletin
Pioneer Press
Virginia Mesabi Daily News
Waseca County News
West Central Tribune
Winona Daily News
Daily Globe
Biloxi/Gulfport
Brookhaven
Clarksdale
Columbus
Greenville
Greenwood
Sun Herald
The Daily Leader
The Clarksdale Press Register
The Commercial Dispatch
Delta Democrat Times
The Greenwood Commonwealth
4,845
3,740
7,637
14,527
1,149
39,195
5,241
6,634
5,654
18,473
546,458
6,929
6,816
5,879
5,245
34,669
250,092
8,098
2,205
12,504
9,218
6,739
13%
Page 6 of 13
40,497
5,500
1,800
12,711
7,526
5,930
Case 10-31607
State
Missouri
Montana
Nebraska
Nevada
New Hampshire
2014
Households
2,404,079
425,077
742,572
1,042,755
525,493
Parade
Parade HH
City
Circulation
% Cov
Laurel Chronicle
Mccomb
Meridian
Picayune
Tupelo
Vicksburg
915,226
116,987
258,007
167,099
81,801
Desc
Chronicle
Enterprise-Journal
The Meridian Star
Picayune Item
Northeast Mississippi Daily Journal
The Vicksburg Post
Newspaper
Circulation
7,579
8,525
9,750
4,271
32,354
9,803
Boonville
Camdenton
Cape Girardeau
Carthage
Chillicothe
Columbia
Dexter
Fulton
Hannibal
Jefferson City
Joplin
Kansas City
Kennett
Kirksville
Macon
Maryville
Mexico
Moberly
Neosho
Nevada
Park Hills
Poplar Bluff
Rolla
Sedalia
Sikeston
St Joseph
St Louis
St Louis Suburban
Waynesville
Boonville Daily News
Lake Sun Leader
Southeast Missourian
The Carthage Press
Constitution-Tribune
Missourian
The Daily Statesman
The Fulton Sun
Courier-Post
News Tribune
The Joplin Globe
The Kansas City Star
The Daily Dunklin Democrat
Kirksville Daily Express
Macon Chronicle Herald
Daily Forum
The Mexico Ledger
Monitor Index/Democrat
Neosho Daily News
Weekend Herald-Tribune
Daily Journal
Daily American Republic
Rolla Daily News
Democrat
Standard Democrat
St. Joseph News-Press
St. Louis Post-Dispatch
St. Louis Suburban Journal Sunday
Daily Guide
1,268
3,176
13,754
1,589
2,770
4,050
2,946
3,613
4,304
19,246
23,915
298,462
2,334
3,174
10,706
1,676
3,659
3,213
2,039
4,200
5,587
9,186
3,243
7,091
4,876
26,618
238,400
209,317
814
Billings
Bozeman
Butte
Helena
Kalispell
Missoula
Billings Gazette
Bozeman Daily Chronicle
Montana Standard
Helena Independent Record
Daily Inter Lake
Missoulian
Beatrice
Columbus
Grand Island
Lincoln
Norfolk
Omaha
York
Sun
Telegram
The Grand Island Independent
Journal Star
Norfolk Daily News
Sunday World-Herald
York News Times
4,523
7,293
18,482
58,281
13,571
152,947
2,910
Elko
Las Vegas
Elko Daily Free Press
Las Vegas Review-Journal
5,347
161,752
Keene
Manchester
Sentinel
New Hampshire News
Newspaper Name
38%
28%
38,418
14,763
10,443
11,812
15,350
26,201
35%
16%
16%
Page 7 of 13
9,295
53,972
Case 10-31607
State
New Jersey
New Mexico
New York
North Carolina
2014
Households
3,258,468
812,916
7,461,940
3,895,331
Parade
Parade HH
City
Circulation
% Cov
Portsmouth
811,900
138,480
1,174,296
848,003
Newspaper Name
Seacoast Sunday
Desc
Newspaper
Circulation
18,534
25%
Atlantic City
Bergen
Flemington
Hackensack
Jersey City
Newark
Newton
Trenton
Trenton (Trentonian)
Willingboro
Woodbury
The Press Of Atlantic City
The Record & Herald News
Hunterdon Observer
Suburban Trends
The Jersey Journal
The Star-Ledger
New Jersey Herald
The Times
Trentonian
Burlington County Times
South Jersey Sunday
59,213
151,546
41,444
6,912
16,305
420,851
16,175
33,920
15,663
27,272
22,599
Albuquerque
Clovis
Hobbs
Portales
Roswell
Santa Fe
Journal
Clovis News Journal
News-Sun
Portales News-Tribune
Daily Record
The Santa Fe New Mexican
96,352
5,831
6,665
1,547
9,338
18,747
Albany
Auburn
Batavia
Buffalo
Canandaigua
Catskill
Corning
Geneva
Glens Falls
Gloversville
Herkimer
Hornell
Hudson
Kingston
Little Falls
Malone
Middletown
New York
Ogdensburg
Oneida
Oneonta
Plattsburgh
Saratoga Springs
Staten Island
Syracuse
Troy
Utica
Watertown
Wellsville
Times Union
The Citizen
The Daily News
The Buffalo News
Messenger Post
Daily Mail
The Sunday Leader
Finger Lakes Times
Post-Star
The Leader-Herald
Herkime Telegram
The Spectator
Register-Star
Freeman
The Evening Times
The Malone Telegram
Times Herald-Record Sunday
New York Post
Advance-News
The Oneida Daily Dispatch
The Daily Star
Press-Republican
Saratogian
Staten Island Advance
The Post-Standard
Record
Observer-Dispatch
Daily Times
Wellsville Daily Reporter
111,865
8,316
9,907
210,737
8,380
2,283
7,898
14,588
27,539
9,896
1,807
7,323
3,940
15,403
1,011
4,702
58,526
239,265
6,780
5,039
11,459
16,686
6,552
93,091
220,550
7,732
38,123
22,665
2,233
Albemarle
Burlington
Chapel Hill
Charlotte
Durham
Elizabeth City
Fayetteville
Albemarle Stanley News & Press
Times-News
The Chapel Hill News
The Charlotte Observer
The Durham News
The Daily Advance
The Fayetteville Observer
7,520
20,391
17,033
176,116
59,021
8,692
56,267
17%
16%
22%
Page 8 of 13
Case 10-31607
State
North Dakota
Ohio
Oklahoma
2014
Households
304,154
4,629,009
1,503,804
Parade
Parade HH
City
Circulation
% Cov
Gastonia
Goldsboro
Greensboro
Greenville
Hendersonville
Jacksonville
Kinston
New Bern
Raleigh
Rocky Mount
Shelby
Southern Pines
Tarboro
Washington
Wilmington
Winston-Salem
127,255
1,320,633
544,838
Newspaper Name
Gaston Gazette
Goldsboro News-Argus
The News & Record
The Daily Reflector
Times-News
News
Free Press
Sun-Journal
The News & Observer
Rocky Mount Telegram
The Star
The Pilot
The Tarboro Daily Southerner
Washington Daily News
Star-News
Winston-Salem Journal
Desc
Newspaper
Circulation
21,493
15,968
90,558
17,942
12,242
14,610
8,875
13,937
160,197
11,976
9,004
13,192
2,045
5,754
40,525
64,645
42%
Bismarck
Devils Lake
Dickinson
Fargo
Grand Forks
Jamestown
Minot
Tribune
Devils Lake Daily Journal
The Dickinson Press
The Forum
Grand Forks Herald
The Jamestown Sun
Minot Daily News
26,146
2,761
6,292
46,051
25,470
5,058
15,477
Ashland
Ashtabula
Athens
Cambridge
Canton
Cincinnati
Circleville
Cleveland
Cleveland Tmc
Dayton
Defiance
East Liverpool
Elyria
Findlay
Fostoria
Hamilton
Ironton
Lima
Logan
Lorain
Middletown
New Philadelphia
Salem
Springfield
Toledo
Waverly
Willoughby
Wooster
Youngstown
Ashland Times-Gazette
Astabula Star Beacon
Messenger
The Sunday Jeffersonian
The Repository
Cincinnati Valassis
Herald
The Plain Dealer
Pd Wrap-Up
Dayton Daily News
The Crescent-News
Sunday Review
The Chronicle-Telegram
The Courier
Review-Times
Journal News
Ironton Tribune
The Lima News
News
Morning Journal
The Middletown Journal
The Times Reporter
Salem News
Springfield News-Sun
The Blade
The News Watchman
Lake County News-Herald
The Daily Record
The Vindicator
11,100
13,366
10,400
10,514
58,926
200,000
5,865
294,850
60,500
239,374
16,128
5,977
21,689
17,156
2,525
16,916
7,153
30,724
3,395
19,935
13,534
16,412
4,384
22,982
107,248
2,325
33,711
20,094
53,450
Ardmore
Claremore
McAlester
Miami
Daily Ardmorite
Claremore Daily Progress
McAlester News-Capitol
Miami News-Record
8,231
4,855
5,955
4,450
29%
36%
Page 9 of 13
Case 10-31607
State
Oregon
Pennsylvania
Rhode Island
South Carolina
2014
Households
1,571,247
5,073,111
414,121
1,874,990
Parade
Parade HH
City
Circulation
% Cov
Muskogee
Oklahoma City
Pryor
Tahlequah
Tulsa
Woodward
512,640
1,977,463
224,897
456,432
Desc
Newspaper Name
Muskogee Phoenix
The Oklahoman
The Pryor Daily Times
Tahlequah Daily Press
Tulsa World
Woodward News
Newspaper
Circulation
10,964
389,851
3,400
4,100
109,538
3,494
33%
Albany
Bend
Coos Bay
Eugene
Klamath Falls
Medford
Ontario
Pendleton
Portland
Albany Democrat-Herald & Corvallis Gazette Times
The Bulletin
The World
The Register-Guard
Herald And News
Mail Tribune
Argus Observer
East Oregonian
The Oregonian
21,404
28,125
8,137
67,450
13,345
31,820
6,301
8,055
328,003
Allentown
Beaver
Carlisle
Doylestown
Du Bois
Easton
Erie
Gettysburg
Harrisburg
Hazelton
Honesdale
Johnstown
Lancaster
Levittown/Bristol
New Castle
Norristown
Oil City/Franklin
Philadelphia
Pittsburgh
Pottstown
Pottsville
Primos
Reading
Sayre
Scranton
Shamokin
Sharon
State College
Stroudsburg
Sunbury
Towanda
Uniontown
Washington
Waynesboro
West Chester
Wilkes Barre
Williamsport
The Morning Call
Beaver County Times
The Sentinel
The Intelligencer
Tri-County Sunday
The Express-Times
Erie Times-News
Gettysburg Times
Patriot-News
Hazleton Standard-Speaker
The Wayne Independent
The Tribune-Democrat
Lancaster New Era Intelligencer Journal Sunday News
Bucks County Courier Times
New Castle News
Times Herald
The Derrick/The News-Herald
The Philadelphia Inquirer
Pittsburgh Post-Gazette
Mercury
Pottsville Republican Herald
Delaware County Daily Times
Reading Eagle
Morning Times
Scranton Times-Tribune
The Shamokin-Pottsville News-Item
The Herald
St College Centre Daily Times
Pocono Record
The Daily Item
Towanda Sunday Review
Herald-Standard
Washington Observer Reporter
The Record Herald
Daily Local News
The Times Leader
Williamsport Sun-Gazette
137,191
29,631
12,799
33,684
13,994
45,663
60,733
8,883
105,492
20,021
2,717
32,178
95,914
44,037
13,820
16,685
19,822
596,779
223,869
17,604
22,044
24,923
74,645
4,544
68,147
7,571
16,118
28,471
16,695
22,137
8,237
20,289
29,501
6,858
16,674
52,372
26,721
Providence
The Providence Journal
224,897
Anderson
Anderson Independent-Mail
39%
54%
24%
Page 10 of 13
26,524
Case 10-31607
State
South Dakota
Tennessee
Texas
2014
Households
338,335
2,566,341
9,468,844
Parade
Parade HH
City
Circulation
% Cov
Charleston
Columbia
Greenville
Greenwood
Hilton Head Island
Myrtle Beach
Orangeburg
Rock Hill
Spartanburg
Sumter
66,382
399,413
2,528,856
Newspaper Name
The Post And Courier
The State
Greenville Journal
The Index-Journal
The Island Packet
The Sun News
The Times & Democrat
The Herald
Herald-Journal
The Item
Desc
Newspaper
Circulation
100,935
116,311
39,708
11,621
24,495
57,402
10,118
20,548
36,064
12,706
20%
Aberdeen
Belle Fourche
Huron
Mitchell
Rapid City
Watertown
American News
Butte County Post
Plainsman
The Daily Republic
Rapid City Journal
Watertown Public Opinion
12,837
1,637
4,836
10,631
25,760
10,681
Chattanooga
Crossville
Dyersburg
Johnson City
Knoxville
Memphis
Morristown
Murfreesboro
Oak Ridge
Shelbyville
Tullahoma
Chattanooga Times Free Press
Crossville Chronicle
The State Gazette
Johnson City Press
Knoxville News Sentinel
The Commercial Appeal
Citizen Tribune
The Murfreesboro Post
Oak Ridge
Shelbyville Times-Gazette
The Sunday News
83,416
7,404
4,243
25,434
104,479
117,879
22,661
12,000
4,147
6,750
11,000
Abilene
Amarillo
Athens
Austin
Beaumont
Brownsville
Brownwood
Corpus Christi
Corsicana
Dallas/Briefing
Denton
El Paso
Fort Worth
Gainesville
Greenville
Harlingen
Houston
Houston Community
Huntsville
Jacksonville
Kerrville
Killeen
Lubbock
McAllen
Midland
Mineral Wells
Odessa
Palestine
Paris
Abilene Reporter-News
Amarillo Globe-News
Athens Daily Review
Austin American-Statesman
The Beaumont Enterprise
Brownsville Herald
Brownwood Bulletin
Corpus Christi Caller-Times
Corsicana Daily Sun
The Dallas Morning News
Denton Record-Chronicle
El Diario De El Paso
Star-Telegram
Gainesville Daily Register
Greenville Herald Banner
Valley Morning Star
The Leader
Houston Community
The Huntsville Item
Jacksonville Daily Progress
Kerrville Daily Times
Killeen Daily Herald
Lubbock Avalanche-Journal
Monitor
Reporter-Telegram
The Mineral Wells Index
Odessa American
Palestine Herald-Press
The Paris News
24,632
72,576
3,697
180,081
52,339
26,775
4,728
47,839
3,746
644,233
11,248
11,660
286,636
4,653
5,239
25,776
35,000
465,628
4,370
2,365
8,986
16,551
97,837
39,838
15,987
2,475
13,527
4,831
7,705
16%
27%
Page 11 of 13
Case 10-31607
State
Utah
Vermont
Virginia
Washington
Washington DC
West Virginia
Wisconsin
2014
Households
928,725
259,031
3,173,340
2,737,011
292,398
767,960
2,323,814
Parade
Parade HH
City
Circulation
% Cov
Plainview
San Angelo
San Antonio
Stephenville
Temple
Texarkana
Tyler
Victoria
Waco
Waxahachie
Weslaco
Wichita Falls
234,023
18,296
529,174
816,489
794,400
209,168
239,492
Newspaper Name
Plainview Daily Herald
Standard-Times
San Antonio Express-News
Stephenville Empire-Tribune
Temple Daily Telegram
Gazette
Tyler Courier-Times-Telegraph
Victoria Advocate
Waco Tribune-Herald
The Waxahachie Daily Light
Mid Valley Town Crier
Times Record News
Desc
Newspaper
Circulation
3,427
19,442
210,501
3,366
17,517
24,534
23,683
25,535
33,556
3,292
22,000
21,045
25%
Logan
Provo
Salt Lake City
The Herald Journal
Daily Herald
The Salt Lake Tribune-Deseret News
13,667
26,830
193,526
Rutland/Barre
The Times Argus
Martinsville
Newport News/Hampton
Norfolk
Petersburg
Richmond
Roanoke
Martinsville Bulletin
Daily Press
The Virginian-Pilot
The Petersburg Progress-Index
Richmond Times-Dispatch
The Roanoke Times
15,131
79,245
195,926
11,847
144,958
82,067
Bellingham
Bremerton
Ellensburg
Longview
Mount Vernon
Olympia
Pasco/Tri Cities
Seattle
Spokane
Tacoma
Vancouver
Walla Walla
Wenatchee
Yakima
The Bellingham Herald
Kitsap Sun
Daily Record
The Daily News
Skagit Valley Herald
The Olympian
Tri-City Herald
The Seattle Times
The Spokesman-Review
The News Tribune
The Columbian
Walla Walla Union-Bulletin
The Wenatchee World
Herald-Republic
18,877
20,372
5,360
16,901
14,702
22,222
39,008
365,777
76,226
131,097
48,289
11,897
17,121
28,640
Washington
The Washington Post
794,400
Beckley
Bluefield
Charleston
Clarksburg
Fairmont
Keyser
Martinsburg
Morgantown
Parkersburg
Princeton
Wheeling
The Register-Herald
Bluefield Daily Telegraph
Gazette-Mail
Clarksburg Exponent-Telegram
Times West Virginian
Mineral Daily News Tribune
The Journal
The Dominion Post
The Parkersburg News And Sentinel
Princeton Times
Sunday News-Register
7%
18,296
17%
30%
272%
27%
10%
Page 12 of 13
19,799
15,214
58,050
17,388
8,869
2,487
14,693
19,815
24,384
1,379
27,090
Case 10-31607
State
Wyoming
2014
Households
237,889
Parade
Parade HH
City
Circulation
% Cov
Baraboo
Beaver Dam
Chippewa Falls
Eau Claire
Kenosha
La Crosse
Madison
Portage
Racine
Rhinelander
Shawano
49,090
Newspaper Name
Baraboo News Republic
Daily Citizen
Chippewa Valley Newspapers
Leader-Telegram
Kenosha News
La Crosse Tribune
Wisconsin State Journal
Daily Register
The Journal Times
The Daily News
Shawano Leader
120,135,079
32,000,007
Newspaper
Circulation
3,406
9,171
7,404
25,876
23,840
31,546
102,055
3,863
24,887
2,724
4,720
21%
Casper
Cheyenne
Laramie
Rawlins
Rock Springs
Total U.S.
Desc
Casper Star-Tribune
Wyoming Tribune-Eagle
Boomerang
Rawlins Daily Times
Daily Rocket-Miner
21%
Source: Parade 2/23/2014 Circulation based on AAM, CAC, VAC, & Newspaper publisher statements & estimates, 9/30/2013; Households based in Nielsen 2014
Page 13 of 13
20,196
14,635
3,924
2,856
7,479
Case 10-31607
Doc 3802-3 Filed 06/24/14 Entered 06/24/14 15:57:28 Desc
Newspapers
Circulation
State within Marketing Region
Exhibit
Ex. C-Noticeand
Program
Page 78by
of 130
USA WEEKEND Marketing Region and State
Code Name
Households
1
Circulation
%HH Cov'g.
Newspaper
Primary Market
New England
5,719,904
654,998
11.5
Connecticut
1,376,953
230,870
16.8
Hartford
Hartford
Norwalk
Willimantic
560,009
61,848
11.0
Bangor
Biddeford
Brunswick
2,587,865
234,111
9.0
New Hampshire
522,865
59,511
11.4
Rhode Island
413,196
29,025
7.0
Vermont
259,016
39,633
15.3
Maine
Massachusetts
Page 1 of 40
Attleboro
Beverly
Boston
Fitchburg
Gloucester
Greenfield
Lowell
Newburyport
North Andover
Northampton
Pittsfield/Berkshire
Concord
Dover/Laconia
Lebanon/Hanover
Nashua
Kent County
Newport
Pawtucket/Central Falls
Westerly
Woonsocket
Bennington
Brattleboro
Burlington
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 79by
of 130
Code Name
Households
2
Circulation
%HH Cov'g.
Newspaper
Primary Market
Midwest
8,262,995
480,723
5.8
Iowa
1,239,145
201,181
16.2
Burlington
Centerville
Council Bluffs
Creston
Des Moines
Ft. Madison
Iowa City
Keokuk
Newton
Kansas
1,128,767
39,274
3.5
Abilene
Arkansas City
Chanute
Emporia
Lawrence
Parsons
Winfield
Minnesota
2,131,480
77,307
3.6
Fairmont
Fergus Falls
Marshall
Rochester
St. Cloud
Missouri
2,399,707
66,929
2.8
Columbia
Independence/Blue Springs
Springfield
Nebraska
736,878
45,477
6.2
Fremont
Hasting
Kearney
North Platte
Scottsbluff
North Dakota
294,001
-
South Dakota
333,017
50,555
Page 2 of 40
15.2
Sioux Falls
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 80by
of 130
Code Name
Households
Circulation
%HH Cov'g.
22,447,193
3,341,065
14.9
Delaware
349,795
80,586
23.0
District of Columbia
284,866
-
Newspaper
Primary Market
Yankton
3
Mid-Atlantic
Wilmington
-
Maryland
2,199,910
33,211
1.5
Easton
Salisbury
New Jersey
3,238,447
317,462
9.8
Atlantic City
Atlantic City
Bridgewater
Camden/Cherry Hill
East Brunswick
Morristown/Parsippany
Neptune
Vineland
New York
7,408,698
1,718,719
23.2
Page 3 of 40
Adirondack
Binghamton
Dunkirk/Fredonia
Elmira
Ithaca
Jamestown
Long Island
Melville
New York
New York City
Niagara Falls
Olean
Oswego
Poughkeepsie
Rochester
Schenectady
White Plains
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 81by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Pennsylvania
5,060,374
658,894
13.0
Altoona
Bloomsburg
Bradford
Butler
Chambersburg
Clearfield
Hanover
Indiana
Lebanon
Lehighton
Lewistown
Lock Haven
McKeesport/Duquesne/Clairton
Meadville
New Kensington-Tarentum-Vandegrift
Philadelphia
Pittsburgh
Somerset
Sunbury
Warren
Wilkes-Barre
York
Virginia
3,137,167
435,809
13.9
Bristol
Charlottesville
Culpeper
Danville
Fredericksburg
Fredricksburg
Harrisonburg
Lynchburg
Richmond
Staunton
Strasburg
Waynesboro
Winchester
Page 4 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 82by
of 130
Code Name
Households
West Virginia
767,936
Circulation
%HH Cov'g.
96,384
12.6
Page 5 of 40
Newspaper
Primary Market
Charleston
Elkins
Gallipolis/Point Pleasant
Huntington
Logan
Weirton
Williamson
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 83by
of 130
Code Name
Households
4
Newspaper
Primary Market
Circulation
%HH Cov'g.
17,031,639
2,475,349
14.5
Florida
7,631,373
1,581,799
20.7
Brooksville
Charlotte Habor
Coral Springs
Daytona Beach
Deerfield Beach
Ft. Lauderdale
Ft. Lauderdale
Ft. Lauderdale/South Florida
Ft. Lauderdale/South Florida
Ft. Myers
Jackson County
Leesburg
Margate & Coconut Creek
Melbourne
Orlando
Orlando
Pensacola
Pompano Beach
Sebring
Tallahassee
Tampa
Tampa
Tampa/Newport Richey
Winter Haven
Georgia
3,694,430
448,145
12.1
Albany
Albany
Canton
Carrollton
Cartersville
Covington
Cumming
Cumming
Dalton
Douglas County
Dublin
Gainesville
Southeast
Page 6 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 84by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Griffin
Jonesboro/McDonough
LaGrange
Lawrenceville
Lawrenceville/Conyers/Rockdale
Marietta
Marietta
Marietta
Newnan
Winder
North Carolina
3,853,051
336,970
Page 7 of 40
8.7
Asheboro
Asheville
Boone
Boone
Clinton
Concord/Kannapolis
Durham
Eden
Fayetteville
Forest City
Henderson
Hickory
Hickory
High Point
Laurinburg
Lenoir
Lexington
Lumberton
Marion
Monroe
Morganton
Mount Airy
Reidsville
Roanoke Rapids
Rockingham
Salisbury/Spencer/East Spencer
Sanford
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 85by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Statesville
Statesville
West Jefferson
Wilson
Winston-salem
South Carolina
1,852,785
108,435
Page 8 of 40
5.9
Aiken
Florence
Greenville
Union
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 86by
of 130
Code Name
Households
5
Newspaper
Primary Market
Circulation
%HH Cov'g.
21,100,973
3,169,039
15.0
Alabama
1,905,871
121,998
6.4
Arkansas
1,167,634
165,156
14.1
Clinton
Fayetteville
Fort Smith
Harrison
Hot Springs
Jonesboro
Lonoke
Mountain Home
North Little Rock
Paragould
Pine Bluff
Russellville
Searcy
Sherwood
Van Buren
Kentucky
1,750,569
232,758
13.3
Frankfort
Harlan
Hopkinsville
Louisville
Madisonville
Middlesboro
Owensboro
Paducah
Richmond
South/Gulf Coast
Page 9 of 40
Decatur
Dothan
Florence-Sheffield-Tuscumbia-Muscle Shoals
Fort Payne
Jasper
Montgomery
Opelika/Auburn
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 87by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Louisiana
1,773,862
156,337
8.8
Alexandria
Bogalusa
Hammond
La Place
Lafayette
Monroe
New Iberia
Opelousas
Shreveport
Thibodaux
Mississippi
1,128,837
83,797
7.4
Cleveland
Corinth
Hattiesburg
Jackson
Natchez
Oklahoma
1,496,756
87,469
5.8
Ada
Altus
Bartlesville
Chickasha
Duncan
Durant
Enid
Lawton
Norman
Shawnee
Stillwater
Tennessee
2,541,119
338,660
13.3
Page 10 of 40
Athens
Clarksville
Cleveland
Columbia
Cookeville
Elizabethton
Greeneville
Jackson
Kingsport
Lebanon
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 88by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Maryville/Alcoa
Murfreesboro
Nashville
Newport
Sevierville
Texas
9,336,325
1,982,864
Page 11 of 40
21.2
Bay City
Baytown
Borger
Bryan/College Station
Cleburne
Clute
Del Rio
DeSoto
El Paso
El Paso
Galveston County
Houston
Houston
Houston
Laredo
Laredo/Zapata
Longview
Lufkin
Marshall
Nacogdoches
New Braunfels
Panola
Plano
Plano
Port Arthur
San Antonio
San Antonio
San Antonio
San Marcos
Seguin
Sherman/Denison
Van Alstyne
Waco
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 89by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Weatherford
Page 12 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 90by
of 130
Code Name
Households
6
Newspaper
Primary Market
Circulation
%HH Cov'g.
18,237,866
3,558,452
19.5
Illinois
4,884,043
525,123
10.8
Arlington Heights
Aurora
Centralia
Chicago
Chicago
Crystal Lake
Danville
De Kalb
Elgin
Joliet
Kankakee
La Salle/Peru/Oglesby/Spring Valley
Marion
Morris
Mt. Carmel
Naperville
Rock Island/Moline/East Moline
St. Charles
Sterling/Rock Falls
Suburban Chicago
Waukegan/Lake County
Indiana
2,532,014
411,852
16.3
Bluffton
Connersville
Crawfordsville
Elkhart
Frankfort
Huntington
Indianapolis
Jasper
Kendallville
La Porte
Lafayette/West Lafayette
Marion
Merriville
Michigan City
Muncie
Central Great Lakes
Page 13 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 91by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
New Castle
Peru
Richmond
Shelbyville
Vincennes
Wabash
Warsaw
Michigan
3,883,068
540,835
13.9
Alpena
Battle Creek
Benton Harbor/St. Joseph
Big Rapids/Manistee
Detroit
Escanaba
Grand Haven
Greenville
Houghton
Howell
Iron Mountain/Kingsford
Ironwood
Lansing
Owosso
Port Huron
Ohio
4,625,908
1,495,244
32.3
Akron
Akron
Bowling Green
Bryan
Cincinnati
Columbus
Columbus
Columbus
Fairborn-Xenia
Greenville
Hillsboro
Kent/Ravenna
Lewis Center
Lisbon
Mansfield
Page 14 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 92by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Marietta
Martins Ferry/Belmont County
Medina
Miami Valley
Napoleon
Newark
Norwalk
Piqua
Pomeroy-Gallipolis
Portsmouth
Sandusky
Sidney
Steubenville
Tiffin
Urbana
Van Wert
Warren
Washington Court House
Wilmington
Wisconsin
2,312,833
585,398
25.3
Appleton
Beloit
Fond Du Lac
Green Bay
Janesville
Manitowoc/Two Rivers
Marinette
Milwaukee
Milwaukee
Oshkosh
Sheboygan
Sheboygan
Watertown
Wausau
Wausau-Stevens Point
Wausau-Stevens Point
Page 15 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 93by
of 130
Code Name
Households
7
Western Mountains
Alaska
13,521,885
269,886
Circulation
%HH Cov'g.
2,588,537
19.1
-
Newspaper
Primary Market
-
Arizona
2,453,994
542,046
22.1
Bullhead City
Casa Grande
Phoenix
Sierra Vista
Tucson
Colorado
2,057,825
590,679
28.7
Aspen
Denver
Denver/Select
Durango/Cortez
Fort Collins
Frisco
Glenwood Springs
Granby
Grand Junction
Greeley
Steamboat Springs
Vail
Windsor
Hawaii
466,701
173,628
37.2
Hilo
Honolulu
Kailua/Kona
Lihue
Idaho
595,109
36,175
6.1
Coeur D'Alene
Moscow
Montana
420,788
24,032
5.7
Great Falls
1,022,482
252,389
24.7
Nevada
Page 16 of 40
Boulder City
Carson City
Fallon
Las Vegas
Las Vegas
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 94by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Mesquite
Pahrump
Reno
Tonopah
New Mexico
Oregon
Utah
Washington
815,452
153,724
18.9
Alamagordo
Albuquerque
Angle Fire
Carlsbad
Farmington
Gallup
Las Cruces
1,559,406
69,159
4.4
Astoria
Grant's Pass
Roseburg
Salem
917,046
310,836
33.9
Ogden
Salt Lake City
St. George
2,711,318
413,948
15.3
Aberdeen
Aberdeen
Arlington
Bellevue
Centralia/Chehalis
Everett
Everett
Everett
Everett
Everett
Everett
Everett
Everett
Everett
Everett
Everett
Issaquah/Sammamish
Page 17 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 95by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Kent
Kirkland
Marysville
Montesano
Moses Lake
Port Angeles
Redmond
Renton
Wyoming
231,878
21,921
Page 18 of 40
9.5
Cheyenne
Laramie
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 96by
of 130
Code Name
Households
8
Circulation
%HH Cov'g.
California
12,883,997
2,123,178
16.5
California
12,883,997
2,123,178
16.5
Page 19 of 40
Newspaper
Primary Market
Auburn
Benicia
Chico
Davis
Eureka
Fairfield
Grass Valley
Hayward/Fremont/Newark/Pleasanton
Lakeport
Lodi
Long Beach
Los Angeles
Los Angeles
Los Angeles County
Los Angeles County
Los Angeles County
Madera
Manteca
Marin County
Monterey
Oakland
Ontario
Ontario
Palm Springs
Pasadena
Placerville
Red Bluff
Redlands
Riverside
Salinas
San Bernardino
San Francisco
San Gabriel Valley
San Jose
San Jose
San Mateo/Lompoc
Santa Clarita
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 97by
of 130
Code Name
Households
Circulation
%HH Cov'g.
Newspaper
Primary Market
Santa Cruz
South Lake Tahoe
Truckee
Ukiah
Vacaville
Vallejo
Visalia
Walnut Creek
Woodland
Total U.S.:
119,206,452
18,391,341
15.4
Sources:
USA WEEKEND 7/6/2014 circulation based on AAM, CAC, VAC & newspaper publisher statements, 3/31/2014
Page 20 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 98by
of 130
Newspaper Name
Circulation
Courant
Hartford Courant -- Sunday Select
Hour
Chronicle
166,086
40,000
17,885
6,899
News
Journal-Tribune
Times Record
46,531
6,237
9,080
Sun Chronicle
News
Herald
Sentinel & Enterprise
Daily Times
Recorder
Sun
Daily News
Eagle-Tribune
Hampshire Gazette
Eagle
12,486
16,834
64,866
13,749
6,318
10,269
35,547
8,434
30,160
14,978
20,470
Monitor
Citizen-Foster's Sunday Citizen
Valley News
Telegraph
15,138
11,813
15,373
17,187
Times
The Daily News
Times
Sun
Call
1,877
8,009
5,505
6,281
7,353
Banner
Reformer
Free Press
5,267
7,223
27,143
Page 21 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Noticeand
Program
Page 99by
of 130
Newspaper Name
Circulation
Hawk Eye
Daily Iowegian
Nonpareil
Creston News Advertiser
Register
The Daily Democrat
Press-Citizen
Daily Gate City
Newton News
16,014
1,772
11,347
3,505
145,874
4,342
10,650
4,077
3,600
Abilene Reflector-Chronicle
Traveler
The Chanute Tribune
Gazette
Journal-World
Parsons Sun
Courier
2,999
3,048
3,795
5,112
16,814
4,600
2,906
Sentinel
Journal
Independent
Post-Bulletin
Times
4,913
5,054
5,378
38,428
23,534
Tribune
Examiner
News-Leader
15,800
8,820
42,309
Tribune
Hastings Tribune
Hub
North Platte Telegraph
Star-Herald
5,477
9,260
9,686
8,956
12,098
Argus Leader
42,655
Page 22 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 100by
of 130
Newspaper Name
Circulation
Press & Dakotan
7,900
News Journal
80,586
Sunday Star
Times
14,376
18,835
Atlantic City Sunday Saver
Press of Atlantic City
Courier-News
Courier-Post
Home News Tribune
Record
Asbury Park Press
Journal
13,870
61,939
14,106
50,679
25,829
17,280
120,986
12,773
Enterprise
Press & Sun-Bulletin
Observer
Star-Gazette
Journal
Post-Journal
Newsday
This Week
Sunday Values -- New York Daily News
Daily News
Niagara County Community Newspapers
Times Herald
Palladium-Times
Journal
Democrat and Chronicle
Gazette
Journal News
4,500
38,345
7,194
20,223
11,604
14,099
305,702
549,314
50,661
410,839
21,181
11,092
5,743
28,057
126,765
38,175
75,225
Page 23 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 101by
of 130
Newspaper Name
Circulation
Mirror
Press-Enterprise
Era
Eagle
Public Opinion
Progress
Sun
Gazette
News
Times News
Sentinel
Express
News
Tribune
Valley News Dispatch
Metro Philadelphia
Tribune-Review
Daily American
Danville News
Times-Observer
Sunday Voice
Sunday News
32,107
18,833
8,079
23,101
20,338
8,801
20,120
12,494
17,904
14,175
10,650
7,890
10,510
9,890
23,631
92,946
209,556
11,504
1,343
7,456
25,581
71,985
Herald-Courier
Progress
Star-Exponent
Register & Bee
Star Weekly
Free Lance-Star
News Record
News & Advance
Richmond Time Dispatch -- Sunday Direct
News Leader
Northern Virginia Daily
News Virginian
Star
26,076
21,483
5,059
15,743
74,940
39,515
25,010
29,434
148,217
14,665
10,393
5,268
20,006
Page 24 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 102by
of 130
Newspaper Name
Circulation
Gazette-Mail
Inter-Mountain
Register (WV)
Herald-Dispatch
The Logan Banner
Daily Times
Daily News
43,850
7,561
4,008
27,170
6,108
3,863
3,824
Page 25 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 103by
of 130
Newspaper Name
Circulation
Hernando Today
Charlotte Harbor Sun
Coral Springs Forum
News-Journal
Deerfield Forum
East Side Forum
El Sentinel
South Florida Sun Sentinel -- Sunday Select
Sun-Sentinel
News-Press
Floridan
Commercial
The Forum
Florida Today
Orlando Sentinel
What’s The Deal--orlando
News Journal
Pompano Forum
Highlands Today
Democrat
Centro Mi Diario
Tampa Tribune -- Sunday Select
Suncoast News
News Chief
Albany Herald -- Sunday Select
Herald
Cherokee Tribune
Times-Georgian
The Daily Tribune News
The Covington News
Forsyth County News
South Forsyth News
Citizen
Sentinel
Courier Herald
Times
Page 26 of 40
1,927
51,900
29,510
82,546
37,595
26,100
134,886
86,000
202,872
83,122
4,218
19,411
22,050
57,567
250,212
200,000
45,324
6,275
2,944
33,085
53,031
50,799
96,668
3,757
9,453
14,154
4,361
6,645
7,026
5,832
12,046
10,000
11,700
4,960
8,768
24,000
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 104by
of 130
Newspaper Name
Circulation
News
Clayton News Daily
LaGrange Daily News
Gwinnett Daily Post -- Sunday Select
Daily Post-Citizen
Journal
Marietta Neighbor Papers
Sunday Select--Cherokee Weekend
Times-Herald
The Barrow County News
Courier-Tribune
Citizen-Times
The Watauga Democrat
Watauga Mountain Times
The Sampson Independent
Independent Tribune
Herald-Sun
News
Sunday Select -- Fayetteville Observer
Courier
Dispatch
Daily Record -- Sunday Direct
Record
Enterprise
The Laurinburg Exchange
News-Topic
Dispatch
Robesonian
The McDowell News
Enquirer-Journal
News-Herald
News
Review
Herald
Richmond County Daily Journal
Salisbury Post
Herald
Page 27 of 40
5,585
3,523
6,887
19,803
108,061
14,668
134,232
20,491
9,150
6,800
10,860
39,648
3,039
13,000
5,897
9,646
22,544
1,192
13,000
6,200
6,000
10,011
17,168
18,487
3,435
5,892
9,323
13,775
3,891
8,596
7,536
6,601
3,340
7,633
6,476
16,423
7,150
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 105by
of 130
Newspaper Name
Circulation
Mooresville Tribune
Record & Landmark
Ashe Mountain Times
Times
Journal -- Sunday Direct
10,294
9,786
2,505
14,722
22,900
Standard
Morning News
News
The Union Daily Times
13,604
25,205
66,891
2,735
Page 28 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 106by
of 130
Newspaper Name
Circulation
The Decatur Daily
Eagle
Times Daily
Times-journal
Mountain Eagle
Advertiser
News
19,597
24,205
22,360
4,242
7,865
31,300
12,429
Van Buren County Democrat
Northwest Arkansas Democrat-Gazette
Times Record
Times
Sentinel-Record
Sun
Democrat
Baxter Bulletin
The Times
Daily Press
Commercial
Courier
Citizen
Voice
Press Argus Courier
2,833
58,653
30,637
6,108
13,007
15,163
851
8,595
1,164
3,326
9,469
8,289
3,991
517
2,553
The State Journal
Enterprise
New Era
Courier-Journal
Messenger
News
Messenger-Inquirer
Sun
Register
6,940
4,236
7,361
165,838
4,876
4,022
19,899
15,163
4,423
Page 29 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 107by
of 130
Newspaper Name
Circulation
Town Talk
Daily News
Star
L'Observeteur
Advertiser
News-Star
Sunday Iberian
World
Times
Comet
20,815
6,594
8,500
3,335
30,264
22,692
10,051
5,664
40,945
7,477
Bolivar Commercial
Corinthian
American
Clarion-Ledger
Democrat
5,122
6,062
11,141
53,922
7,550
Evening News
Times
Examiner-Enterprise
Star
The Duncan Banner
Democrat
News & Eagle
Sunday Constitution
Transcript
News-Star
News-Press
5,942
4,239
7,181
3,054
5,017
6,835
12,176
20,513
9,403
6,969
6,140
Post-Athenian
Leaf-Chronicle
Banner
Herald
Herald-Citizen
Elizabethton Star
The Greeneville Sun
Sun
Times-News
Democrat
8,760
17,148
12,517
10,467
9,435
8,887
13,800
22,451
32,869
7,540
Page 30 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 108by
of 130
Newspaper Name
Circulation
Times
News Journal
Tennessean
Plain Talk
Mountain Press
16,006
13,255
152,059
6,602
6,864
Bay City Tribune
The Sun
Borger News Herald
Eagle
Times-Review
Brazosport Facts
News Herald
Focus Daily News
El Paso Y Más
Times
News
Houston Chronicle
La Voz
The Good Life
Laredo-El Mercadito/Zapata
Morning Times
News-Journal
The Lufkin Daily News
News Messenger
The Daily Sentinel
Herald-Zeitung
Panola Watchman
Star Local Media Non-Dailies
Star Local News Group
News
Conexion
San Antonio Express News
San Antonio Light
Daily Record
Seguin Gazette-Enterprise
Herald Democrat
Van Alstyne Leader
Waco Tribune-Herald
2,874
6,881
3,100
17,346
4,500
13,494
3,571
34,100
50,000
49,930
22,713
467,213
214,760
273,501
42,100
12,903
21,180
11,539
4,630
6,692
9,443
3,200
148,816
89,407
8,960
74,842
197,230
125,956
3,300
4,559
15,939
961
32,724
Page 31 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 109by
of 130
Newspaper Name
Circulation
The Democrat
4,500
Page 32 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 110by
of 130
Newspaper Name
Circulation
Herald
Beacon News
Morning Sentinel
Chicago Sun-times -- Sunday Select
Sun-Times
Northwest Herald
Commercial-News
Daily Chronicle
Courier News
Herald-News
The Daily Journal
News-Tribune
Republican
Daily Herald
Daily Republican Register
Sun
Argus-Dispatch
Chronicle
Sauk Valley
Southtown
News Sun
90,778
11,614
12,618
30,474
147,518
31,152
9,894
10,227
2,638
21,412
25,660
15,001
946
4,652
3,721
8,155
36,415
10,740
14,325
27,094
10,089
News-Banner
News Examiner
Journal Review
Truth
Times
Herald-Press
Star
Herald
Kendallville Publishing Company
Herald Argus
Journal and Courier
Chronicle Tribune
Post-Tribune
News-Dispatch
Star-Press
3,909
4,830
5,168
18,451
3,008
3,036
209,540
11,000
15,759
5,581
20,965
11,630
23,712
6,847
24,059
Page 33 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 111by
of 130
Newspaper Name
Circulation
Courier-Times
Tribune
Palladium-Item
News
Sun-Commercial
Plain Dealer
Times-Union
4,604
3,635
13,569
5,620
5,239
2,988
8,702
News
Enquirer
Herald-Palladium
Pioneer-News Advocate
News and Free Press
Press
Tribune
News
Mining Gazette
Livingston County Daily Press & Argus
News
Daily Globe
State Journal
Argus-Press
Times-Herald
8,413
10,850
14,283
7,264
376,449
6,652
8,818
5,196
6,365
13,971
7,413
5,566
47,558
7,400
14,637
Akron Beacon Journal Sunday Select
Beacon Journal
Sentinel-Tribune
Times
Enquirer
Dispatch
Dispatch Sunday Savings
The Bag
Daily Herald Gazette News-Current
Advocate
Times-Gazette
Record-Courier
This Week Community Newspapers
Morning Journal
News Journal
10,000
103,608
8,729
8,097
191,678
220,741
40,000
240,731
5,559
4,272
3,347
14,574
388,756
8,170
15,574
Page 34 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 112by
of 130
Newspaper Name
Circulation
Times
Times Leader
Gazette
Sunday News
Northwest Signal
The Advocate Group
Reflector
Call
Daily Sentinel-Daily Tribune
Times
Register
News
Herald-star
Advertiser-Tribune
Citizen
Times-Bulletin
Tribune Chronicle
Record-Herald
News-Journal
Post-Crescent
News
Reporter
Press-Gazette
Gazette
Herald Times Reporter
Eagle Herald
Journal Sentinel
Taste Of Milwaukee Journal Sentinel -- Sunday
Select
Northwestern
Press
Sheboygan Press Citizen
Times
Marshfield New-Herald--Sunday Select
Central WI Sunday
Herald-Central WI Sunday
Page 35 of 40
9,245
13,528
10,618
6,327
4,024
66,525
7,040
4,235
8,876
13,077
17,233
8,640
11,333
8,096
4,376
3,483
25,616
4,245
4,891
46,944
10,492
11,537
57,007
19,221
10,372
7,712
303,120
8,262
16,226
15,848
18,654
7,241
5,450
14,117
33,195
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 113by
of 130
Newspaper Name
Circulation
Mohave Valley Daily News
Dispatch
Republic
Herald
Star
8,671
8,304
402,384
7,918
114,769
Times
The Denver Post
The Denver Post -- Sunday Select
Herald-Journal
Coloradoan
Summit Daily News
Post Independent
Sky Hi News
Free Press
Tribune
Steamboat Today
Daily
Windsor now
6,580
354,570
119,253
5,982
22,687
11,250
8,500
6,000
10,000
19,036
8,750
10,100
7,971
Tribune-Herald
Honolulu Star-Advertiser
West Hawaii Today
Garden Island
16,817
138,331
10,833
7,647
Press
The Moscow-Pullman Daily News
30,533
5,642
Tribune
24,032
Boulder City Review
Nevada Appeal
Lahontan Valley News
El Tiempo
Review -Journal
2,077
11,844
2,414
51,878
131,333
Page 36 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 114by
of 130
Newspaper Name
Circulation
Desert Valley Times
Pahrump Valley Times
Gazette-Journal
Tonopah Times-Bonanza
6,200
5,480
39,683
1,480
Times
Journal
Taos News-Sangre de Cristo Chronicle
Current-Argus
Times
Independent
Sun-News
4,835
83,896
12,205
4,905
15,128
14,824
17,931
Daily Astoria
Courier
News-Review of Douglas County
Statesman-Journal
7,150
11,321
14,763
35,925
Standard-Examiner
Media One of Utah
Spectrum
44,206
250,637
15,993
Daily World
The South Beach Buklletin
Arlington Times
Reporter
Chronicle
Auburn Reporter
Bainbridge Island Review
Bremerton Patriot
Central Kitsap Reporter
Covington/Maple Valley Reporter
Federal Way Mirror
Herald
North Kitsap Herald
Port Orchard Independent
South Whidbey Record
Whidbey News Times
Reporter
Page 37 of 40
7,450
5,050
5,455
35,527
10,500
24,399
2,450
10,890
16,346
24,164
29,431
41,805
12,047
17,618
2,543
4,510
24,886
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 115by
of 130
Newspaper Name
Circulation
Reporter
The Kirkland Reporter
Maryville Globe
Vidette
Columbia Basin Herald
Peninsula Daily News
Reporter
Reporter
25,128
25,771
13,991
2,745
9,000
13,822
22,870
25,550
Wyoming Tribune-Eagle
Boomerang
16,096
5,825
Page 38 of 40
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 116by
of 130
Newspaper Name
Circulation
Journal
Herald
Enterprise-Record
Enterprise
Times-Standard
Republic
The Union
ANG Newspapers
Record-Bee
News-Sentinel
Impacto USA
Daily News
Los Angeles Times -- Sunday Select
Breeze
Press Telegram
Star News-Valley Tribune-Daily News
Tribune
Bulletin-Journal
Independent Journal
Herald
Tribune
Bulletin Express
Inland Valley Daily Bulletin
Desert Sun
Weekly Star
Mountain Democrat
News
Facts
Riverside Press Enterprise -- Sunday Select
Californian
Sun
Examiner
Highlander
Mercury News
San Jose Mercury -- Sunday Select
Times
The Santa Clarita Valley Signal
Page 39 of 40
9,800
3,230
25,718
7,699
18,963
16,173
11,876
40,758
5,136
11,346
224,475
79,846
281,000
63,197
63,894
85,475
5,454
10,494
28,266
52,935
32,370
33,173
17,232
42,808
4,508
9,065
6,727
6,883
61,072
10,282
52,133
255,877
19,894
182,469
81,779
20,532
7,060
Case 10-31607
Newspapers
Circulation
Exhibit
Ex. C-Notice and
Program
Page 117by
of 130
Newspaper Name
Circulation
Sentinel
Tahoe Daily Tribune
Sierra Sun
Journal
Reporter
Times-Herald
Times-Delta
Contra Costa Times
Democrat
27,202
8,176
6,576
5,349
12,214
10,346
18,869
137,973
6,874
Page 40 of 40
American Profile - PartnerCase
List 10-31607
2014
Imprint
ID
Publication
Print Run
AP
Brownwood Bulletin
7,500
AP
The Fayette Tribune
2,000
AP
White Lake Beacon
4,000
The Livingston
Enterprise/Big Timber
AP
Pioneer
4,659
AP
The Daily Star-Journal
5,304
AP
The Hillsdale Daily News
6,500
AP
Polk County Enterprise
8,322
AP
North Adams Transcript
8,627
AP
The Monterey County Herald
20,150
AP
Salinas Valley Weekly
35,000
AP
Nashville News
3,000
Dallas County News/NE
AP
Dallas County Record
3,000
AP
The Nashville Graphic
3,482
AP
Las Vegas Optic
5,074
AP
Hobbs News Sun
10,656
AP
The Gallup Independent
22,000
Valencia County NewsAP
Bulletin
23,000
AP
The Albuquerque Journal
91,000
AP
The Dalhart Texan
1,700
AP
Hereford Brand
2,400
AP
Guymon Daily Herald
2,537
AP
The Pampa News
3,100
AP
Borger News-Herald
3,500
Clovis News Journal,
Portales News Tribune/
AP
Quay County Sun
12,000
AP
The Banner Press
3,200
AP
The Thomaston Times
4,000
AP
Dawson Community News
4,000
AP
The Eatonton Messenger
4,905
AP
The South Reporter
5,200
AP
Athens Daily Review
5,200
Rockmart Journal and
AP
Cedartown Std
5,553
AP
Douglas County Sentinel
6,000
AP
The Daily Tribune News
6,600
AP
The Barrow County News
6,800
AP
Calhoun Times
7,021
AP
The News Courier
7,300
County Type
D
D
B
City
Brownwood
Oak Hill
Whitehall
State
TX
WV
MI
Zip
76804
25901
49461
DMA
Abilene-Sweetwater, TX
Albany-Schenectady-Troy, NY
D
D
D
D
C
C
C
D
Livingston
Warrensburg
Hillsdale
Livingston
North Adams
Monterey
Monterey
Nashville
MT
MO
MI
TX
MA
CA
CA
AR
59047
64093
49242
77351
01247
93940
93940
71852
Albany, GA
B
C
D
D
D
Adel
Nashville
Las Vegas
Hobbs
Gallup
IA
NC
NM
NM
NM
50003
27856
87701
88240
87301
Albany, GA
Albany, GA
Albuquerque-Santa Fe, NM
D
B
D
D
D
D
D
Belen
Albuquerque
Dalhart
Hereford
Guymon
Pampa
Borger
NM
NM
TX
TX
OK
TX
TX
87002-2619
87109
79022
79045
73942
79066
79008
Amarillo, TX
Amarillo, TX
Amarillo, TX
Amarillo, TX
Amarillo, TX
D
D
D
D
D
D
A
Clovis
Marble Hill
Thomaston
Dawsonville
Eatonton
Holly Springs
Athens
NM
MO
GA
GA
GA
MS
TX
88101
63764-8316
30286
30534
31024-1019
38635
75751-0032
Amarillo, TX
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
D
A
A
A
D
B
Rockmart
Douglasville
Cartersville
Winder
Calhoun
Athens
GA
GA
GA
GA
GA
AL
30153
30133
30120
30680-2295
30703
35611
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Desc
List 10-31607
2014
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
Griffin Daily News
Roswell Daily Record
Daily Mountain Eagle
Forysth County News
Northeast Texas Publishing
Athens Banner Herald
The Perkins Journal
Palo Verde Valley
Times(/Quartszite Times)
The Wayne County News
The Wakulla News
The People-Sentinel
The Record Herald
8,500
10,940
11,044
12,500
14,000
22,000
3,451
A
D
C
A
D
C
C
Griffin
Roswell
Jasper
Cumming
Atlanta
Athens
Perkins
GA
NM
AL
GA
TX
GA
OK
30224
88201
35501
30040-2405
75551
30601
74059
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Augusta, GA
4,060
5,000
6,000
6,000
9,642
A
D
D
D
C
Blythe
Waynesboro
Crawfordville
Barnwell
Waynesboro
CA
TN
FL
SC
PA
92225
38485
32327
29812
17268
Augusta, GA
Augusta, GA
Augusta, GA
Augusta, GA
Augusta, GA
ACM Ohio, LLC
San Marcos Daily Record
Austin Community
Newspapers
Daily Midway Driller
The Aberdeen Times
The Fulton Leader
The Times Record
The Preston Citizen
The White Hall Journal
Clarksville Times
The Bay Times
Chester County
Independent
The Fulton Sun
Henderson Daily News
Kent County News
The Daily Dispatch
Cecil Whig
BHG Inc. Newspapers
American News
Denton Record-Chronicle
Ahwatukee Foothills News
The Capital
The Kingman Daily Miner
The Vidorian
Port Arthur News
Carbon County News
Miles City Star
The Cody Enterprise
The Daily Reporter
31,000
3,400
D
B
Jackson
San Marcos
OH
TX
45640
78667
Augusta, GA
Austin, TX
61,000
3,045
900
1,800
2,200
2,288
2,350
3,248
3,600
B
B
D
D
D
D
C
D
A
Round Rock
Taft
Aberdeen
Fulton
Denton
Preston
White Hall
Clarksville
Stevensville
TX
CA
ID
KY
MD
ID
AR
TX
MD
78664
92368
83210
42041
21629-1036
83263
71612
75426-3936
21666
Austin, TX
Bakersfield, CA
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
3,800
4,770
6,219
6,400
8,000
10,000
10,389
13,500
14,280
28,280
30,845
8,525
1,200
13,500
2,288
3,408
6,089
2,500
C
D
D
D
D
A
D
D
A
A
A
B
B
B
D
D
D
D
Henderson
Fulton
Henderson
Chestertown
Henderson
Elkton
Garrison
Aberdeen
Denton
Phoenix
Annapolis
Kingman
Vidor
Port Arthur
Red Lodge
Miles City
Cody
Spencer
TN
MO
TX
MD
NC
MD
ND
SD
TX
AZ
MD
AZ
TX
TX
MT
MT
WY
IA
38340
65251
75653
21620-1517
27536
21921
58540
57402
76202
85044
21401
86401
77670
77640
59068
59301
82414
51301
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Bangor, ME
Beaumont-Port Arthur, TX
Billings, MT
Billings, MT
Billings, MT
Binghamton, NY
Desc
List 10-31607
2014
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
2,740
3,184
5,000
5,582
7,650
8,600
31,300
2,437
3,200
3,482
11,000
1,700
D
D
B
D
D
D
B
D
B
B
C
D
Sidney
Afton
Franklin
Oxford
Bainbridge
Franklin
Johnson City
Centre
Pell City
Gardendale
Cullman
Payette
NE
WY
TN
MS
GA
NC
TN
AL
AL
AL
AL
ID
69162
83110
37064
38655
30525
28734
37605
35960
35125
35071-0849
35055
83661
1,000
C
Fremont
NC
27830
Boston, MA-Manchester, NH
2,040
2,200
2,489
2,900
C
D
D
D
Quincy
Malden
Rockport
Sterling
WA
MO
IN
CO
98848
63863
47460
80751
3,015
3,045
3,045
3,146
3,146
D
C
D
D
D
Rockport
Marion
West Dover
Winchester
Centerville
IN
IL
VT
IN
IA
47460
62959
05356
47394
52544
AP
AP
AP
Sun - Telegraph
Star Valley Independent
The Williamson Herald
The Oxford Eagle
The Post Searchlight
The Franklin Press
Johnson City Press
Cherokee County Herald
St. Clair News-Aegis
North Jefferson News
The Cullman Times
Independent Enterprise
Wayne-Wilson News
Leader
The Quincy Valley PostRegister
Delta News Citizen
Mt.Vernon Democrat
Journal Advocate
Spencer County Journal
Democrat
Marion Daily Republican
Deerfield Valley News
The News-Gazette
Daily Iowegian
Grant County Herald
Independent
Yell County Record
Braxton Democrat-Central
3,400
3,552
3,552
D
D
D
Lancaster
Danville
Sutton
WI
AR
WV
53813
72833
26601-1399 Boston, MA-Manchester, NH
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
Jacksonville Daily Progress
Ritchie Gazette
The Falmouth Outlook
The Daily Dispatch
Georgetown News Graphic
The Vernon Daily Record
Rockport Pilot
Newton Daily News
Douglas Budget
The Daily Ledger
The McDowell New
The Winchester Sun
The Journal News
Gadsden County Times
The Daily Press
3,800
3,857
4,060
4,080
4,200
4,669
4,975
5,100
5,500
5,582
5,600
5,800
5,900
6,000
6,000
D
D
B
C
B
D
D
D
D
D
D
B
D
C
D
Jacksonville
Harrisville
Falmouth
Douglas
Georgetown
Vernon
Rockport
Newton
Douglas
Canton
Marion
Winchester
Hillsboro
Quincy
Ashland
TX
WV
KY
AZ
KY
TX
TX
IA
WY
IL
NC
KY
IL
FL
WI
75766
26362-0215
41040
85607
40324
76384
78381
50208
82633
61520
28752
40392
62049
32351
54806
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
Binghamton, NY
Binghamton, NY
Binghamton, NY
Binghamton, NY
Binghamton, NY
Binghamton, NY
Binghamton, NY
Birmingham, AL
Birmingham, AL
Birmingham, AL
Birmingham, AL
Boise, ID
Desc
List 10-31607
2014
AP
AP
AP
AP
AP
The Sampson Independent
The Courier
Fremont Tribune
Laconia Citizen
Bedford Bulletin
7,000
7,003
7,200
7,500
7,500
D
D
D
D
D
Clinton
Lincoln
Fremont
Laconia
Bedford
NC
IL
NE
NH
VA
28328
62656
68025
03246
24523
AP
AP
AP
AP
Times Publishing Company
Bennington Banner
The Advocate Messenger
Bedford Gazette
Richmond County Daily
Journal
Brattleboro Reformer
The Bedford Times Mail
Clinton Herald
New Jersey Herald
The Lancaster News
Ashland Times-Gazette
8,050
8,119
9,000
9,421
C
D
D
D
Watertown
Bennington
Danville
Bedford
WI
VT
KY
PA
53094
05201
40422
15522
9,751
10,656
11,300
11,900
13,000
13,930
14,209
D
D
D
D
A
D
D
Rockingham
Brattleboro
Bedford
Clinton
Newton
Lancaster
Ashland
NC
VT
IN
IA
NJ
SC
OH
28379
05301
47421
52733
07860
29720-2174
44805
14,925
15,422
15,900
16,847
D
C
A
B
Jacksonville
Greenfield
Hudson
Carlisle
IL
MA
NH
PA
62651
01301
03051
17013
19,588
20,646
21,000
21,730
22,200
23,800
24,000
D
C
C
D
A
C
A
Quincy
Jacksonville
Lawrence
Sterling
Alton
Watertown
Westminster
CA
NC
KS
IL
IL
NY
MD
95971
28541
66044
61081
62002
13601
21158
33,750
140,000
1,100
1,542
2,040
5,074
20,000
28,500
B
B
D
B
D
D
D
B
Georgetown
Jacksonville
Portageville
Batavia
Kane
Jamestown
Grand Island
Niagara Falls
OH
FL
MO
OH
PA
TN
NE
NY
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
AP
Jacksonville Journal Courier
The Recorder
The Telegraph
The Sentinel
Feather River
Bulletin/Chester
Progressive/Indian Valley
Record/Lassen County
Times/Portola
Reporter/Westwood
Pinepress
The Daily News
Journal-World
Sauk Valley Newspaper
The Telegraph
Watertown Daily Times
Carroll County Times
Xenia - Greene County
Division
The Florida Times-Union
Missourian-News
Clermont Sun
The Kane Republican
Fentress Courier
Grand Island Independent
Niagara Gazette Sunday
45121
32202
63873
45103
16735
38556
68801
14302-0549
Buffalo, NY
Buffalo, NY
Buffalo, NY
Buffalo, NY
Buffalo, NY
Buffalo, NY
Desc
Case 10-31607
EXHIBIT F
Desc
Case 10-31607
CITIES WITH SHIPYARD, STEEL, AND REFINERY
FACILITIES FROM 1940 TO 1970
(LISTED BY DMA)
DMA
Abilene-Sweetwater, TX
Alexandria, LA
Amarillo, TX
Lake Charles, LA
Anchorage, AK
Anniston, AL
Phoenix, AZ
Little Rock-Pine Bluff, AR
Atlanta, GA
Bakersfield, CA
Baltimore, MD
Baton Rouge, LA
Billings-Hardin, MT
Birmingham, AL
Minot-Bismarck-Dickinson, ND
Boston, MA
Buffalo, NY
Casper-Riverton, WY
Champaign-Springfield-Decatur, IL
Charleston-Huntington, WV
Charleston, SC
Cheyenne-Scottsbluff-Sterling, WY
Chicago, IL
Cincinnati, OH
Binghamton, NY
Corpus Christi, TX
Denver, CO
Highest Circulating Sunday Newspaper
Abilene Reporter
Albany Times Union
Albuquerque Journal
Alexandria Town Talk
Amarillo Globe-News
American Press
Anchorage Daily News
Anniston Star
Arizona Republic
Arkansas Democrat-Gazette
Atlanta Journal-Constitution
Bakersfield Californian
Baltimore Sun
Baton Rouge Advocate
Beaumont Enterprise
Billings Gazette
Birmingham News
Bismarck Tribune
Boston Globe
Buffalo News
Casper Star-Tribune
Champaign News-Gazette
Charleston Gazette, Daily Main, Sun Gazette
Charleston Post and Courier
Cheyenne Wyoming Tribune-Eagle
Chicago Tribune
Cincinnati Enquirer
CNY Newspaper
Corpus Christi Caller-Times
Denver Post
Desc
Case 10-31607
(LISTED BY DMA)
DMA
Duluth, MN-Superior, WI
El Paso, TX
Erie, PA
Evansville, IN
Great Falls, MT
Green Bay, WI
Biloxi-Gulfport-Pascagoula, MS
Hattiesburg-Laurel, MS
Honolulu, HI
New Orleans, LA
Houston, TX
Harrisburg-Lancaster-Lebenon-York, PA
Tri-Cities, TN
Knoxville, TN
Portland-Poland Spring, ME
Lincoln-Hastings-Kearney, NE
Los Angeles, CA
Lubbock, TX
San Francisco-Oakland-San Jose, CA
Odessa-Midland, TX
Milwaukee, WI
Missoula, MT
Monroe-El Dorado, LA
Lansing, MI
New York, NY
Greensboro-High Point-Winston-Salem, NC
Norfolk-Portsmouth-Newport News-Hampton, VA
Oklahoma City, OK
Omaha, NE
Portland-Auburn, OR
Panama City, FL
Parkersburg, WV
Duluth News Tribune
El Paso Times
Erie Times-News
Evansville Courier & Press
Great Falls Tribune
Green Bay Press-Gazette
Gulfport Sun-Herald
Hattiesburg American
Honolulu Star-Advertiser
Houma Courier
Houston Chronicle
Intelligencer Journal
Kingsport Times News
Knoxville News-Sentinel
Lewiston Sun Journal
Lincoln Journal Star
Los Angeles Times
Lubbock Avalanche-Journal
Mercury News
Midland Reporter-Telegram
Milwaukee Journal Sentinel
Missoulian
Monroe News-Star
Morning Star
New York Daily News
News & Record
Norfolk Virginian-Pilot
Oklahoman
Omaha World-Herald
Oregonian
Panama City News-Herald
Parkersburg News and Sentinel
Desc
Case 10-31607
(LISTED BY DMA)
DMA
Peoria, IL-Bloomington, IN
Philadelphia, PA
Pittsburgh, PA
Mobile, AL-Pensacola, FL
Providence, RI
Davenport-R. Island-Moline, IL
Quincy-Hannibal-Keokuk, IL
Rapid City, SD
Reno, NV
Richmond-Petersburg, VA
Roanoke-Lynchburg, VA
Rockford, IL
Sacramento-Stockton, CA
Salt Lake City, UT
San Antonio, TX
San Diego, CA
Santa Barbara-Santa Maria-San Luis Obispo, CA
Savannah, GA
Seattle-Tacoma, WA
Sherman-Ada, OK
Shreveport, LA-Texarkana, TX
Southbend-Elkhart, IN
Spokane, WA
St. Louis, MO
Minneapolis-St. Paul, MN
Tallahassee-Thomasville, FL
Miami-Ft. Lauderdale, FL
Tampa-St. Petersburg, FL
Terre Haute, IN
Jackson, MS
Columbus, OH
Memphis, TN
Peoria Journal Star
Philadelphia Inquirer/Daily News
Pittsburgh Post Gazette
Press-Register
Providence Journal
Quad City Times
Quincy Herald-Whig
Rapid City Jounal
Reno Gazette Journal
Richmond Times Dispatch
Roanoke Times
Rockford Register Star
Sacramento Bee
Salt Lake Tribune/Deseret News
San Antonio Express-News
San Diego Union Tribune
San Luis Obispo Tribune
Savannah Morning News
Seattle Times
Sherman Herald Democrat
Shreveport Times
Southbend Tribune
Spokane Spokesman Review
St Louis Post Dispatch
Star Tribune
Tallahassee Democrat
Tampa Bay Times
Tampa Bay Times
Terre Haute Tribune-Star
The Clarion-Ledger
The Columbus Dispatch
The Commercial Appeal
Desc
Case 10-31607
(LISTED BY DMA)
DMA
Louisville, KY
Lafayette, LA
Grand Junction-Montrose, CO
Dallas-Ft. Worth, TX
Flint-Bay City-Saginaw, MI
Jacksonville, FL
Fargo-Valley City, MN
Fresno-Visalia, CA
Grand Rapids-Kalamazoo-Battle Creek, MI
Hartford-New Haven, CT
Indianapolis, IN
Joplin-Pittsburgh, KS
Ft. Wayne, IN
Kansas City, KS
Lima, OH
Harlingen-Weslaco-Brownsville-McAllen, TX
Detroit, MI
Cleveland, OH
Nashville, TN
Toledo, OH
Traverse City-Cadillac, MI
Tulsa, OK
Twin Falls, OK
Tyler-Longview, TX
Waco-Temple-Bryan, TX
Wheeling-Steubenville, WV
Wichita-Hutchinson, KS
Wichita Falls-Lawton, OK
Wilmington, NC
Youngstown, OH
The Courier-Journal
The Daily Advertiser
The Daily Sentinel
The Dallas Morning News
The Flint Journal
The Florida Times-Union
The Forum
The Fresno Bee
The Grand Rapids Press
The Hartford Courant
The Indianapolis Star
The Joplin Globe
The Journal Gazette News-Sentinel
The Kansas City Star
The Lima News
The Monitor
The Oakland Press
The Plain Dealer (Cleveland)
The Tennessean
Toldeo Blade
Traverse City Record-Eagle
Tulsa World
Twin Falls Times-News
Tyler Morning Telegraph
Waco Tribune-Herald
Wheeling News Intelligencer/Record
Wichita Eagle
Wichita Falls Times Record News
Wilmington Starnews
Youngstown Vindicator
Desc
Case 10-31607
EXHIBIT G
Desc
Case 10-31607
Desc
Display Network
Sample Site List 2013
Advertising.com’s display network is a leading third party ad network providing inventory from over
6,000 relevant and content-rich websites, including over 70 of comScore’s Top 100 ad supported sites.
10Best.com
123Greetings.com
Abbreviations.com
About.com
AccuWeather.com
AIM
Alexa.com
Answers.com
AOL Autos
AOL Healthy Living
AOL Homepages
AOL Jobs
AOL Mail
AOL Mobile
AOL News
AOL Personals
AOL Real Estate
AOL Shopping
AOL Travel
AppleInsider.com
Autoblog.com
BabyCenter.com
BarnesandNoble.com
BedandBreakfast.com
BirthdayPartyIdeas.com
BostonHerald.com
BrightHub.com
BroadcastInteractive.com
BuddyTV.com
BusinessInsider.com
CafeMom.com
CarandDriver.com
CareerBuilder.com
CitySearch.com
Classmates.com
Cooking.com
CyberRentals.com
DailyFinance.com
Dictionary.com
Dilbert.com
Earthlink.net
EconomicTimes.com
Elle.com
Engadget.com
Essence.com
EW.com
Examiner.com
Excite.com
GameDaily.com
GamesRadar.com
Gannett Sites
Gifts.com
Gorilla Nation
Hallmark.com
Hearst.com
HomeAway.com
Homes.com
HopStop.com
HuffPost BlackVoices
HuffPost Comics
HuffPost Entertainment
HuffPost Food
HuffPost Kids
HuffPost Latino
HuffPost Local
HuffPost Music
HuffPost Small Business
HuffPost Sports
HuffPost TV
IDGTechNetwork.com
Advertising.com internal data. © 2013 Advertising.com. Advertising.com is a trademark of AOL Inc.
and may not be used without written permission. June 2013
Joystiq.com
Kayak.com
KSTP.com
LasVegasSun.com
Legacy.com
LendingTree.com
LifeScript.com
Lycos.com
MapQuest.com
Match.com
MensFitness.com
Menuism.com
Minyanville.com
MLB.com
Moviefone.com
Movoto.com
Music.com
myDaily.com
NationalGeographic.com
Netscape.com
NYPost.com
OnlineRadioStations.com
Overstock.com
ParentDish.com
People.com
Philly.com
PoemHunter.com
Powerball.com
RadarOnline.com
ReadersDigest.com
RealEstate.com
Rhapsody.com
SalemNews.com
Salon.com
Seed.com
Shape.com
ShopLocal.com
SHOUTcast.com
Slashfood.com
Snagajob.com
SonyPictures.com
SouthernLiving.com
Spinner.com
SportsFanLive.com
StyleList.com
TechCrunch.com
ThomsonReuters.com
Time.com
TinBu.com
TownHall.com
Travelocity.com
True.com
TUAW.com
TVGuide.com
Ugo.com
VacationRentals.com
Verizon.com
WalletPop.com
WashingtonTimes.com
WeatherBug.com
WhitePages.com
Winamp.com
WWE.com
Zimbio.com
Zwinky.com
Case 10-31607
EXHIBIT H
Desc
Case 10-31607
Desc
Exhibit Ex. D-Notification of Non-Solicitation-Non Voting Status Page 1 of 4
Exhibit D
Notification of Non-Solicitation and Non-Voting
Status
Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
NOTIFICATION OF NON-SOLICITATION AND NON-VOTING STATUS FOR
DEBTOR’S FIRST AMENDED PLAN OF REORGANIZATION, DATED MAY 29, 2014
On May 29, 2014, Garlock Sealing Technologies LLC, Garrison Litigation Management
Group, Ltd. and The Anchor Packing Company (the “Debtors”) filed the Debtors’ First
Amended Plan of Reorganization (as it may be amended, supplemented or otherwise modified,
the “Plan”) and a Disclosure Statement with respect to the First Amended Plan of Reorganization
(as it may be amended, supplemented or otherwise modified, the “Disclosure Statement”)
pursuant to section 1125 of the Bankruptcy Code. On [_____________ _____] 2014, after
notice and a hearing, the Bankruptcy Court approved the Disclosure Statement.2
IF YOUR CLAIM IS IN CLASS 1 (PRIORITY CLAIMS), YOU SHALL BE PAID THE
ALLOWED AMOUNT OF YOUR ALLOWED PRIORITY CLAIM ON THE
DISTRIBUTION DATE EITHER (A) IN FULL, IN CASH OR (B) UPON SUCH OTHER
LESS FAVORABLE TERMS AS MAY BE MUTUALLY AGREED UPON BETWEEN
YOU AND THE REORGANIZED DEBTORS. PURSUANT TO SECTION 1124 OF THE
BANKRUPTCY CODE, YOUR CLAIM IS IN A CLASS THAT IS NOT IMPAIRED
THEREFORE, PURSUANT TO SECTION 1126(f) OF THE BANKRUPTCY CODE,
YOU ARE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE PLAN, AND ARE
NOT ENTITLED TO VOTE.
IF YOUR CLAIM IS A NON-TAX SECURED CLAIM IN CLASS 2 (SECURED
CLAIMS), SUBJECT TO THE PROVISIONS OF BANKRUPTCY CODE §§ 502(B) AND
506(D) AND THE TERMS OF THE PLAN, YOU SHALL, AT THE OPTION OF THE
REORGANIZED DEBTORS, RECEIVE TREATMENT ACCORDING TO THE
FOLLOWING ALTERNATIVES: (A) THE PLAN WILL LEAVE UNALTERED THE
LEGAL, EQUITABLE AND CONTRACTUAL RIGHTS TO WHICH YOU ARE
1
2
All capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the [
].
D-1
ENTITLED, (B) THE REORGANIZED DEBTORS SHALL PAY YOUR ALLOWED
CLAIM IN FULL ON THE EFFECTIVE DATE OR AS SOON THEREAFTER AS
REASONABLY PRACTICABLE, OR (C) THE REORGANIZED DEBTORS SHALL
PROVIDE SUCH OTHER TREATMENT AS IS AGREED TO IN WRITING BETWEEN
THE DEBTORS OR THE REORGANIZED DEBTORS AND THE HOLDERS OF SUCH
ALLOWED SECURED CLAIM. PURSUANT TO SECTION 1124 OF THE
BANKRUPTCY CODE, YOUR CLAIM IS IN A CLASS THAT IS NOT IMPAIRED.
IF YOUR CLAIM IS A SECURED TAX CLAIM IN CLASS 2 (SECURED CLAIMS),
EXCEPT TO THE EXTENT YOU AGREE WITH THE DEBTORS OR REORGANIZED
DEBTORS TO A DIFFERENT TREATMENT, YOU SHALL RECEIVE 100% OF THE
UNPAID AMOUNT OF SUCH ALLOWED SECURED TAX CLAIM IN CASH FROM
THE REORGANIZED DEBTORS ON THE DISTRIBUTION DATE. PURSUANT TO
SECTION 1124 OF THE BANKRUPTCY CODE, YOUR CLAIM IS IN A CLASS THAT
IS NOT IMPAIRED. THEREFORE, PURSUANT TO SECTION 1126(f) OF THE
BANKRUPTCY CODE, YOU ARE CONCLUSIVELY DEEMED TO HAVE ACCEPTED
THE PLAN, AND ARE NOT ENTITLED TO VOTE.
IF YOUR CLAIM IS IN CLASS 9 (ANCHOR CLAIMS), YOU SHALL BE ENTITLED
TO ASSERT SUCH CLAIM AGAINST ANCHOR IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 14 OF CHAPTER 55 OF THE NORTH CAROLINA
BUSINESS CORPORATION ACT. PURSUANT TO SECTION 1124 OF THE
BANKRUPTCY CODE, YOUR CLAIM IS IN A CLASS THAT IS NOT IMPAIRED.
IF YOUR CLAIM IS IN CLASS 10 (INTERCOMPANY CLAIMS), YOUR CLAIM IS
PRESERVED BY THE PLAN. PURSUANT TO SECTION 1124 OF THE BANKRUPTCY
CODE, YOUR CLAIM IS IN A CLASS THAT IS NOT IMPAIRED THEREFORE,
PURSUANT TO SECTION 1126(f) OF THE BANKRUPTCY CODE, YOU ARE
CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE PLAN, AND ARE NOT
ENTITLED TO VOTE.
IF YOU ARE A HOLDER OF AN ANCHOR EQUITY INTEREST IN CLASS 13
(ANCHOR EQUITY INTERESTS) YOU SHALL RETAIN YOUR EQUITY INTEREST
UNALTERED BY THE PLAN. PURSUANT TO SECTION 1124 OF THE
BANKRUPTCY CODE, YOUR EQUITY INTEREST IS IN A CLASS THAT IS NOT
IMPAIRED. THEREFORE, PURSUANT TO SECTION 1126(f) OF THE BANKRUPTCY
CODE, YOU ARE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE PLAN,
AND ARE NOT ENTITLED TO VOTE.
D-2
If you disagree that your claim should be so classified, you may request a ballot by sending a
written request via U.S. Mail to the Debtors’ court-approved Balloting Agent, Rust
Consulting/Omni Bankruptcy, at:
[
]
This __ day of ________________, 2014.
Garland S. Cassada
N.C. Bar No. 12352
Jonathan C. Krisko
N.C. Bar No. 28625
N.C. Bar No. 37143
Ty E. Shaffer
N.C. Bar No. 38495
Telephone:
(704) 377-2536
Facsimile:
(704) 378-4000
[email protected]
[email protected]
[email protected]
[email protected]
D-3
Case 10-31607 Doc 3802-5 Filed 06/24/14 Entered 06/24/14 15:57:28
Exhibit Ex.E-Confirmation Hearing Notice Page 1 of 5
Exhibit E
Confirmation Hearing Notice
Desc
Desc
Charlotte Division
IN RE:
LLC, et al.,
Chapter 11
Debtors.1
CONFIRMATION HEARING NOTICE
PLEASE TAKE NOTICE that on May 29, 2014 the debtors and debtors-in-possession
(collectively, the “Debtors”) filed that certain First Amended Plan of Reorganization, dated May
29, 2014 (as it may be further amended, the “Plan”) and a Disclosure Statement with respect to
the Plan (as it may be further amended, the “Disclosure Statement”).2
PLEASE TAKE FURTHER NOTICE that on [__________], 2014, after notice and a
hearing pursuant to Bankruptcy Code § 1125, the Bankruptcy Court approved the Disclosure
Statement as providing adequate information for Holders of Claims and Equity Interests to make
a decision as to whether to vote to accept or to reject the Plan. The Bankruptcy Court has
entered an order (the “Confirmation Procedures Order”) establishing procedures for Creditors
and Equity Interest Holders to vote to accept or to reject the Plan. The Confirmation Procedures
Order (i) establishes procedures for solicitation and tabulation of votes on the Plan, (ii) approves
the form of ballots and master ballots, (iii) approves the form and content of notice to Creditors
and Equity Interest Holders, and the manner of giving notice, and (iv) establishes dates and
deadlines in connection with confirmation of the Plan. The Confirmation Procedures Order
establishes the deadline by which votes to accept or to reject the Plan must be actually received
by Rust Consulting/Omni Bankruptcy (the “Balloting Agent”) as [__________], 2015 at 4:00
p.m., prevailing Eastern time (the “Voting Deadline”).
PLEASE TAKE FURTHER NOTICE that the Plan proposes that Garlock will
permanently resolve claims the Debtors hold against Coltec Industries Inc and other affiliates
(collectively, the “Released Parties”). The Plan also proposes that the Bankruptcy Court issue an
injunction protecting the Released Parties from all claims relating to that settlement, including
any derivative claim that a GST Asbestos Claimant might have against any Released Party (such
1
2
the Plan.
1
Desc
as a claim for successor liability or to pierce the corporate veil). You should read the Plan and
the Disclosure Statement for a more complete discussion of how the injunction will operate
and affect your rights. You may need to consult your attorney.
PLEASE TAKE FURTHER NOTICE that:
A hearing to consider confirmation of the Plan (the “Confirmation Hearing”) will
commence on July 15, 2015, at 10:00 a.m., prevailing Eastern time, before the Honorable Craig
Whitley, United States Bankruptcy Judge, United States Bankruptcy Court for the Western
District of North Carolina. The Confirmation Hearing may be continued from time to time by
announcing such continuance in open court and providing written notice to parties that have filed
objections to confirmation or other motions for relief.
In accordance with the Confirmation Procedures Order, along with this Notice, a CDROM containing a Solicitation Package (with ballot) has been served on you or your
authorized agent if (a) you are entitled to vote on the Plan, or (b) if your vote is being solicited
by the Debtors in the event the Bankruptcy Court determines (i) that you are entitled to vote on
the Plan or (ii) that your vote is otherwise relevant to confirmation of the Plan. If you did not
receive a Solicitation Package, but wish to receive one, you should send a written request via
U.S. Mail to the Balloting Agent at: [____________]. The contents of the Solicitation Package
also are available via the Internet at: [____________]. Holders of Claims that are not entitled to
vote on the Plan, or whose vote is not being otherwise solicited by the Debtors, should receive a
copy of the Solicitation Package and a Notice of Non-Solicitation and Non-Voting Status.
Responses and objections, if any, to the confirmation of the Plan or any of the other relief
sought by the Debtors in connection with confirmation of the Plan, must (a) state with
particularity the legal and factual grounds therefor, (b) provide, where applicable, the specific
text, if any, that the objecting party believes to be appropriate to insert into the Plan, and
(c) describe the nature and amount of the objector’s Claim or Equity Interest. Any such
objection must be filed with the Bankruptcy Court and served in a manner so as to be actually
received by [__________], at 4:00 p.m., prevailing Eastern time, (the “Objection Deadline”) by
the following parties (the “Notice Parties”):
If to the Debtors:
GARLOCK SEALING TECHNOLOGIES LLC
5605 Carnegie Boulevard, Suite 500
Charlotte, NC 28209
Telephone: (704) 731-1500
Attn: Elizabeth Barry
2
Desc
RAYBURN COOPER & DURHAM, P.A.
1200 Carillion, 227 West Trade Street
Charlotte, NC 28202
Telephone: (704) 334-0891
Attn: John R. Miller, Jr.
With a copy to:
and
ROBINSON, BRADSHAW & HINSON, P.A.
Charlotte, NC 28246
Telephone: (704) 377-2536
Attn: Garland S. Cassada
If to the Asbestos Committee:
CAPLIN & DRYSDALE, CHARTERED
One Thomas Circle N.W., Suite 1100
Telephone: (202) 862-5000
Attn: Trevor W. Swett
If to the Future Claimants’ Representative:
GRIER FURR & CRISP, PA
Charlotte, NC 28246
Telephone: (704) 375-3720
Attn: Joseph W. Grier, III
With a copy to:
ORRICK HERRINGTON & SUTCLIFFE, LLP
Columbia Center
1152 15th Street, N.W.
Telephone: (202) 339-8400
Attn: Jonathan C. Guy
If to the Unsecured Creditors’ Committee:
FSB FISHERBROYLES, LLP
6000 Fairview Road, Suite 1200
Charlotte, NC 28210
Telephone: (704) 464-6954
Attn: Deborah L. Fletcher
OBJECTIONS NOT TIMELY FILED AND SERVED IN ACCORDANCE WITH THE
PROVISIONS OF THIS ORDER SHALL NOT BE HEARD AND SHALL BE
OVERRULED.
All votes to accept or reject the Plan must be cast by using the appropriate ballot or
master ballot. All ballots or master ballots accepting or rejecting the Plan must be received by
Balloting Agent by 4:00 p.m., prevailing Eastern time, on the Voting Deadline, at the following
address:
By U.S. Mail:
[_______]
3
Desc
By Courier:
[_______]
The Court may extend or otherwise modify the period during which votes will be accepted, in
which case the Voting Deadline shall mean the last time and date to which the Court extends
solicitation of ballots and master ballots.
This ___ day of __________, 2014.
Garland S. Cassada
N.C. Bar No. 12352
Jonathan C. Krisko
N.C. Bar No. 28625
N.C. Bar No. 37143
Ty E. Shaffer
N.C. Bar No. 38495
Telephone:
(704) 377-2536
Facsimile:
(704) 378-4000
[email protected]
[email protected]
[email protected]
[email protected]
4

GARLOCK SEALING TEC - Asbestos Litigation Watch

Transcription

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